RED HERRING PROSPECTUS

Dated: December 12, 2024

Please read section 32 of the Companies Act, 2013
(Please scan the QR to 100% Book Built Offer
view the Red Herring
Prospectus)

MAMATA MACHINERY LIMITED

CORPORATE IDENTITY NUMBER: U29259GJ1979PLC003363
REGISTERED AND CORPORATE CONTACT PERSON EMAIL AND WEBSITE
OFFICE TELEPHONE
Survey No. 423/P, Sarkhej-Bavla Road, Madhuri Sharma E-mail: [Link]
N.H No. 8A, Moraiya, Sanand, Company Secretary and investor@[Link]
Compliance Officer Telephone: 02717–630
Ahmedabad, Gujarat – 382 213, India 800/801
PROMOTERS OF OUR COMPANY: MAHENDRA PATEL, CHANDRAKANT PATEL, NAYANA PATEL,
BHAGVATI PATEL, MAMATA GROUP CORPORATE SERVICES LLP AND MAMATA MANAGEMENT
SERVICES LLP
DETAILS OF OFFER TO THE PUBLIC
TYPE FRESH ISSUE OFFER FOR TOTAL OFFER ELIGIBILITY AND SHARE
SIZE SALE SIZE SIZE RESERVATION AMONG
QIBS, NIIS AND RIIS
Offer for Sale Not Applicable Up to 7,382,340 Initial public offer The Offer is being made in terms of
Equity Shares of of up to 7,382,340 Regulation 6(1) of the Securities and
face value of ₹10 Equity Shares of Exchange Board of India (Issue of Capital
each aggregating face value of ₹10 and Disclosure Requirements) Regulations,
up to ₹ [●] each (“Equity 2018 (“SEBI ICDR Regulations”). For
Shares”) details in relation to share reservation among
aggregating up to ₹ Qualified Institutional Buyers, Non-
[●] million Institutional Investors, Retail Individual
(“Offer”) Investors and Eligible Employees, see “Offer
Structure” on page 382.
OFFER FOR SALE
DETAILS OF OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND WEIGHTED AVERAGE COST OF
ACQUISITION
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE
SHAREHOLDERS OFFERED/ AMOUNT COST OF
(IN ₹ MILLION) ACQUISITION# (IN ₹
PER EQUITY SHARE)
Mahendra Patel Promoter Selling Up to 534,483 Equity Shares Nil
Shareholder aggregating up to [●]
Nayana Patel Promoter Selling Up to 1,967,931 Equity Shares Nil
Shareholder aggregating up to [●]
Bhagvati Patel Promoter Selling Up to 1,227,042 Equity Shares Nil
Shareholder aggregating up to [●]
Mamata Group Promoter Selling Up to 2,129,814 Equity Shares Nil
Corporate Services LLP Shareholder aggregating up to [●]
Mamata Management Promoter Selling Up to 1,523,070 Equity Shares Nil
Services LLP Shareholder aggregating up to [●]
#As certified by the Statutory Auditor pursuant to their certificate dated December 12, 2024
#
Since the weighted average cost of acquisition is negative, it has been considered as Nil.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our
Company. The face value of each Equity Share is ₹ 10. The Floor Price, the Cap Price and the Offer Price, as determined by our
Company in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations, and on the basis
of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in “Basis for Offer
Price” on page 116, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed.
No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company, or regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer
unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before
taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by
 RED HERRING PROSPECTUS
Dated: December 12, 2024
Please read section 32 of the Companies Act, 2013
(Please scan the QR to 100% Book Built Offer
view the Red Herring
Prospectus)

the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33.

OUR COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE

RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus
contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes
this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading
in any material respect. Further, each of the Selling Shareholders severally and not jointly, accepts responsibility for and confirms,
that the statements specifically made or confirmed by such Selling Shareholder in this Red Herring Prospectus, to the extent that
the statements and information specifically pertain to such Selling Shareholder and the Equity Shares offered by such Selling
Shareholder under the Offer for Sale are true and correct in all material respects and assumes responsibility that such statements
are not misleading in any material respect. The Selling Shareholders assume no responsibility for any other statements, including,
inter alia, any of the statements made by or relating to our Company in this Red Herring Prospectus.
LISTING
The Equity Shares, once offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE
Limited and National Stock Exchange of India Limited. For the purposes of the Offer, the Designated Stock Exchange is BSE
Limited.
BOOK RUNNING LEAD MANAGER
NAME OF THE BOOK CONTACT PERSON TELEPHONE AND E-MAIL
RUNNING LEAD
MANAGER AND LOGO
Nikhil Shah Tel: +91 79 4918 5784
E-mail: mb@[Link]

Beeline Capital Advisors Private

Limited
REGISTRAR TO THE OFFER
NAME OF THE CONTACT PERSON TELEPHONE AND E-MAIL
REGISTRAR
Tel: +91 22 4918 6200
Link Intime India Private Limited Shanti Gopalkrishnan E-mail:
[Link]@[Link]
BID/ OFFER PERIOD
ANCHOR Wednesday, BID/OFFER BID/OFFER CLOSES Monday,
Thursday, December
INVESTOR BID/ December OPENS ON* ON**# December 23,
19, 2024
OFFER PERIOD* 18, 2024 2024
*
Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI
ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
**
Our Company, in consultation with the BRLM, may consider closing the Bid/Offer Period for QIBs one Working Day prior to
the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
 RED HERRING PROSPECTUS
Dated: December 12, 2024
Please read section 32 of the Companies Act, 2013
(Please scan the QR to 100% Book Built Offer
view the Red Herring
Prospectus)

MAMATA MACHINERY LIMITED

Our Company was incorporated as ‘Patel Machinery Private Limited’, as a private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated April 17, 1979 issued by the Registrar of Companies, Gujarat at Ahmedabad
(“RoC”). Pursuant to a special resolution passed by the shareholders of our Company dated September 19, 1988, the name of
our Company was changed to ‘Mamata Machinery Private Limited’, and our Company received a fresh certificate of
incorporation dated December 16, 1988 issued by the RoC. Subsequently, our Company was converted into a public limited
company, pursuant to a special resolution passed by the shareholders of our Company dated June 5, 2024 and the name of our
Company was changed to ‘Mamata Machinery Limited’ and a fresh certificate of incorporation dated June 21, 2024, was issued
by the RoC. For further details of change in name and Registered Office of our Company, please refer to the section titled “History
and Certain Corporate Matters – Brief history of our Company” and “History and Certain Corporate Matters – Changes in the
Registered Office of our Company” on page 209.
Corporate Identity Number: U29259GJ1979PLC003363
Registered and Corporate Office: Survey No. 423/P, Sarkhej-Bavla Road, N.H No. 8A, Moraiya, Sanand, Ahmedabad,
Gujarat – 382213, India;
Tel: 02717–630 800/801, E-mail: cs@[Link]; Website: [Link]
Contact Person: Madhuri Sharma, Company Secretary and Compliance Officer.
OUR PROMOTERS: MAHENDRA PATEL, CHANDRAKANT PATEL, NAYANA
PATEL, BHAGVATI PATEL, MAMATA GROUP CORPORATE SERVICES LLP
AND MAMATA MANAGEMENT SERVICES LLP
INITIAL PUBLIC OFFERING OF UP TO 7,382,340 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY
SHARES”) OF MAMATA MACHINERY LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹ [●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”)
COMPRISING AN OFFER FOR SALE OF UP TO 534,483 EQUITY SHARES AGGREGATING UP TO [●] MILLION
BY MAHENDRA PATEL, UP TO 1,967,931 EQUITY SHARES AGGREGATING UP TO [●] MILLION BY NAYANA
PATEL, UP TO 1,227,042 EQUITY SHARES AGGREGATING UP TO [●] MILLION BY BHAGVATI PATEL, UP TO
2,129,814 EQUITY SHARES AGGREGATING UP TO [●] MILLION BY MAMATA GROUP CORPORATE SERVICES
LLP AND UP TO 1,523,070 EQUITY SHARES AGGREGATING UP TO [●] MILLION BY MAMATA MANAGEMENT
SERVICES LLP (“SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”).

THE OFFER INCLUDES A RESERVATION OF UP TO 35,000 EQUITY SHARES AGGREGATING UP TO ₹ [●]

MILLION (CONSTITUTING UP TO [●]% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL), FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS
THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE
OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER
PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY IN CONSULTATION WITH THE BOOK
RUNNING LEAD MANAGER, MAY OFFER A DISCOUNT OF UP TO [●]% (EQUIVALENT OF ₹[●] PER EQUITY
SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION
PORTION (“EMPLOYEE DISCOUNT”).

THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE
VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED
BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL
BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL
DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY
NEWSPAPER) AND AHMEDABAD EDITIONS OF JAIHIND (A WIDELY CIRCULATED GUJARATI DAILY
NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT WHERE OUR REGISTERED
OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND
SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE
WEBSITES IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR
REGULATIONS”).
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after
such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar circumstances, our Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend
the Bid / Offer Period for a minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days.
Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the
Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLM and at the terminals
of the Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being
made through the Book Building Process in terms of Regulation 6 (1) of the SEBI ICDR Regulations, wherein not more than 50%
of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs and such
portion, the “QIB Portion”), provided that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”), out of which one-third shall be reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation
is made to Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event
of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB
Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual
Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual
Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will
be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall
be available for allocation to Non-Institutional Bidders (“Non-Institutional Portion”) (of which one third of the Non-Institutional
Portion shall be reserved for Bidders with an application size between ₹ 0.20 up to ₹ 1.00 million and two-thirds of the Non-
Institutional Portion shall be reserved for Bidders with an application size exceeding ₹ 1.00 million) and under-subscription in
either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other subcategory of Non-
Institutional Portion, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Net Offer shall
be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are mandatorily required to
participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their
respective ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their
corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank under the
UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate
in the Offer through the ASBA Process. For further details, see “Offer Procedure” on page 387.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our
Company. The face value of the Equity Shares is ₹ 10 each. The Floor Price, the Offer Price or the Price Band as (determined by
our Company in consultation with the BRLM, in accordance with the SEBI ICDR Regulations and on the basis of the assessment
of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 116,
should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can
be given regarding an active or sustained trading in the Equity Shares of our Company, or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer
unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before
taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33.
OUR COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE
RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus
contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes
this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading
in any material respect. Further, each of the Selling Shareholders severally and not jointly, accepts responsibility for and confirms,
that the statements specifically made or confirmed by such Selling Shareholder in this Red Herring Prospectus, to the extent that
the statements and information specifically pertain to such Selling Shareholder and the Equity Shares offered by such Selling
Shareholder under the Offer for Sale are true and correct in all material respects and assumes responsibility that such statements
are not misleading in any material respect. The Selling Shareholders assume no responsibility for any other statements, including,
inter alia, any of the statements made by or relating to our Company in this Red Herring Prospectus.
LISTING
The Equity Shares, once offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our
Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters each
dated September 05, 2024. For the purposes of the Offer, the Designated Stock Exchange shall be BSE Limited. A signed copy of
the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the
Companies Act, 2013. For further details of the material contracts and documents available for inspection from the date of the Red
Herring Prospectus until the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 457.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
Beeline Capital Advisors Private Limited Link Intime India Private Limited
B 1311-1314 Thirteenth Floor Shilp Corporate Park C-101, 1st Floor, 247 Park, L.B.S. Marg
Rajpath Rangoli Road Thaltej Ahmedabad Vikhroli (West), Mumbai 400 083, Maharashtra
Gujarat 380054 India. Telephone: +91 22 4918 6200
Telephone: +91 79 4918 5784 E-mail: [Link]@[Link]
Email: mb@[Link] Investor grievance e-mail:
Website: [Link] [Link]@[Link]
Investor Grievance ID: ig@[Link] Website: [Link]
Contact Person: Nikhil Shah Contact person: Avani Ghate
SEBI Registration Number: INM000012917 SEBI registration number: INR000004058
BID/OFFER PERIOD
Monday, December 23, 2024
BID/OFFER OPENS ON Thursday, December 19, 2024* BID/OFFER CLOSES ON
**#
* Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI
ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
**
Our Company, in consultation with the BRLM, may consider closing the Bid/Offer Period for QIBs one Working Day prior to
the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
 TABLE OF CONTENTS

SECTION I – GENERAL ..............................................................................................................................................1

DEFINITIONS AND ABBREVIATIONS ..................................................................................................................... 1

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................................ 16
FORWARD LOOKING STATEMENTS ..................................................................................................................... 20
SUMMARY OF THE OFFER DOCUMENT ............................................................................................................... 22

SECTION II – RISK FACTORS ................................................................................................................................33

SECTION III – INTRODUCTION ............................................................................................................................65

THE OFFER.................................................................................................................................................................. 65
SUMMARY FINANCIAL INFORMATION ............................................................................................................... 67
GENERAL INFORMATION ....................................................................................................................................... 75
CAPITAL STRUCTURE ...............................................................................................................................................84
OBJECTS OF THE OFFER ........................................................................................................................................ 112
BASIS OF OFFER PRICE .......................................................................................................................................... 116
STATEMENT OF SPECIAL TAX BENEFITS ......................................................................................................... 129

SECTION IV – ABOUT THE COMPANY .............................................................................................................135

INDUSTRY OVERVIEW .......................................................................................................................................... 135

OUR BUSINESS ........................................................................................................................................................ 177
KEY REGULATIONS AND POLICIES .................................................................................................................... 204
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................................ 209
OUR MANAGEMENT............................................................................................................................................... 215
OUR PROMOTERS AND PROMOTER GROUP ..................................................................................................... 237
OUR GROUP COMPANIES ...................................................................................................................................... 244
DIVIDEND POLICY .................................................................................................................................................. 247

SECTION V – FINANCIAL INFORMATION .......................................................................................................248

OTHER FINANCIAL INFORMATION .................................................................................................................... 316

RELATED PARTY TRANSACTIONS ..................................................................................................................... 318
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 319
CAPITALISATION STATEMENT ........................................................................................................................... 352

SECTION VI – LEGAL AND OTHER INFORMATION .....................................................................................353

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................................. 353

GOVERNMENT AND OTHER APPROVALS ......................................................................................................... 359
OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................................. 362

SECTION VII – OFFER RELATED INFORMATION .........................................................................................375

TERMS OF THE OFFER ........................................................................................................................................... 375

OFFER STRUCTURE ................................................................................................................................................ 382
OFFER PROCEDURE ................................................................................................................................................ 387
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................................... 410

SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF

ASSOCIATION ..........................................................................................................................................................412

SECTION IX – OTHER INFORMATION ..............................................................................................................457

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................... 457

DECLARATION ........................................................................................................................................................ 459
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as assigned below. References to
statutes, rules, regulations, guidelines and policies will, unless the context otherwise requires, be deemed to
include all amendments, modifications and replacements notified thereto, as of the date of this Red Herring
Prospectus, and any reference to a statutory provision shall include any subordinate legislation made from time
to time under that provision. In case of any inconsistency between the definitions given below and the definitions
contained in the General Information Document (as defined below), the definitions given below shall prevail.

The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA,
the Depositories Act or the rules and regulations made thereunder.

The terms not defined herein but used in “Objects of the Offer”, “History and Certain Corporate Matters”, “Basis
of Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”,
“Financial Information”, “Outstanding Litigation and Other Material Developments” “Offer Procedure” and
“Description of Equity Shares and Terms of Articles of Association”, on pages , 112, 209, 116, 129, 135, 204,
248, 353, 387 and 412 respectively, will have the meaning ascribed to such terms in those respective sections.

General Terms

Term Description
Our Company / the Mamata Machinery Limited, a public limited company incorporated under the
Company / the Issuer Companies Act, 1956 on a standalone basis and having its Registered and
Corporate Office at Survey No. 423/P, Sarkhej-Bavla Road, N.H No. 8A, Moraiya,
Sanand, Ahmedabad, Gujarat – 382213, India
We / us / our Unless the context otherwise indicates or implies, refers to our Company together
with our Subsidiary, on a consolidated basis as on the date of this Red Herring
Prospectus.

Company Related Terms

Term Description
Articles of Association / Articles of association of our Company, as amended from time to time
Articles / AoA
Audit Committee Audit Committee of our Board. For more details see “Our Management –
Corporate Governance” on page 222
Auditors / Statutory Statutory auditors of our Company, currently being Bathiya & Associates, LLP,
Auditors Chartered Accountants
Board / Board of Board of directors of our Company, as constituted from time to time or any duly
Directors constituted committee thereof. For details see “Our Management – Board of
Directors” on page 215
Chairman Chairman of our Company, namely Mahendra Patel
Chief Executive Officer Chief executive officer of our Company, namely Apurva Kane. For details, see
/ CEO “Our Management – Key Managerial Personnel” on page 215
Chief Financial Officer / Chief financial officer of our Company, namely Dipak Modi. For details, see “Our
CFO Management – Key Managerial Personnel” on page 215
Company Secretary and The company secretary and compliance officer of our Company, namely Madhuri
Compliance Officer Sharma. For details, see “Our Management – Key Managerial Personnel” on page
215
Corporate Social The corporate social responsibility committee of our Company. For details see
Responsibility “Our Management – Corporate Governance” on page 222
Committee / CSR
Committee
Director(s) The director(s) on the Board of Directors, as appointed from time to time

1
 Term Description
D&B Report The industry report titled “Flexible Packaging Machinery” dated December, 2024
prepared and issued by Dun & Bradstreet Information Services India Private
Limited
Equity Shares The equity shares of our Company of face value of ₹ 10 each
Executive Director(s) Executive director(s) on our Board. For further details of the Executive Director,
see “Our Management” on page 215
Group Companies The group companies of our Company in accordance with the SEBI ICDR
Regulations and the Materiality Policy of our Company. For details see “Group
Companies” on page 244
Independent Director(s) The non-executive, Independent Director(s) on our Board appointed as per the
Companies Act, 2013 and the Listing Regulations. For details of our Independent
Directors, see “Our Management-Board of Directors” on page 215
IPO Committee The IPO committee of our Board. For details see “Our Management – Corporate
Governance” on page 222
Key Managerial Key managerial personnel of our Company. For details see “Our Management –
Personnel / KMP Key Managerial Personnel” on page 215
Managing Director(s) The managing directors of our Company, namely Mahendra Patel and Chandrakant
Patel. For details, see “Our Management” on page 215
Materiality Policy The Materiality Policy adopted by our Board pursuant to a resolution of our Board
dated June 21, 2024, for identification of the material: (a) outstanding material
litigation proceedings; (b) Group Companies; and (c) material creditors, pursuant
to the requirements of the SEBI ICDR Regulations and for the purposes of
disclosure in the Draft Red Herring Prospectus, this Red Herring Prospectus and
the Prospectus.
Memorandum of The memorandum of association of our Company, as amended
Association /
Memorandum/ MoA
Nomination and The nomination and remuneration committee of our Company. For details see “Our
Remuneration Management – Corporate Governance” on page 222
Committee / NRC
Committee
Non – Executive A Director, not being an Executive Director. For further details of the Non-
Director(s) Executive Director, see “Our Management” on page 215
Promoter(s) The promoters of our Company namely, Mahendra Patel, Chandrakant Patel,
Nayana Patel, Bhagvati Patel, Mamata Group Corporate Services LLP and Mamata
Management Services LLP. For details see in “Our Promoters and Promoter
Group” on page 237
Promoter Selling Collectively, Mahendra Patel, Nayana Patel, Bhagvati Patel, Mamata Group
Shareholders or Selling Corporate Services LLP and Mamata Management Services LLP
Shareholder(s)
Promoter Group Such persons and entities constituting the promoter group of our Company,
pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in
“Our Promoters and Promoter Group” on page 237
Registered Office and Survey No. 423/P, Sarkhej-Bavla Road, N.H No. 8A, Moraiya, Sanand,
Corporate Office Ahmedabad, Gujarat - 382213, India
Registrar of Companies Registrar of Companies, Gujarat at Ahmedabad, India. For further information, see
/ RoC “General Information” on page 75
Restated Consolidated The restated consolidated financial statements of our Company and our Subsidiary,
Financial Statements/ comprising of restated consolidated financial statements of assets and liabilities as
Restated Consolidated at the three months period ended June 30, 2024 and for the financial years ended
Financial Information March 31, 2024, March 31, 2023 and March 31, 2022, the restated consolidated
financial statements of profit and loss (including other comprehensive income), the
restated consolidated financial statements of cash flows and restated consolidated
financial statements of changes in equity for the three months period ended June
30, 2024 and for the financial years ended March 31, 2024, March 31, 2023 and
March 31, 2022 and the Significant Accounting Policies and explanatory notes to
the restated consolidated financial statements of the Company and our Subsidiary
included in “Financial Information” on page 248

2
 Term Description
Senior Management Senior management of our Company in accordance with Regulation 2(1) (bbbb) of
the SEBI ICDR Regulations and as disclosed in ‘Our Management – Senior
Management’ on page 215.
Shareholders The holders of the Equity Shares of our Company from time to time
Stakeholders The stakeholders’ relationship committee of our Company. For details see
Relationship Committee described in “Our Management – Corporate Governance” on page 222
Subsidiary The subsidiary of our Company namely Mamata Enterprises, INC. For details see
“Our Subsidiary” on page 215
Whole-time Director(s) The whole-time director of our Company. For details see “Our Management” on
page 215

Offer Related Terms

Term Description
Abridged A memorandum containing such salient features of a prospectus as may be specified by
Prospectus SEBI in this regard
Acknowledgemen The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as
t Slip proof of registration of the Bid cum Application Form
Allot / Allotment Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the
/Allotted transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer for Sale
to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
Investor(s) with the requirements specified in the SEBI ICDR Regulations and the Red Herring
Prospectus
Anchor Investor Price at which Equity Shares will be allocated to Anchor Investors in terms of the Red
Allocation Price Herring Prospectus and the Prospectus, which will be decided by our Company in
consultation with the BRLM during the Anchor Investor Bidding Date
Anchor Investor Application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Application Form and which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Anchor Investor The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by
Bid/Offer Period Anchor Investors shall be submitted, prior to and after which the BRLM will not accept
or Anchor any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed
Investor Bidding
Date
Anchor Investor Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in
Offer Price terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer
Price will be decided by our Company in consultation with the BRLM
Anchor Investor With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
Pay-In Date the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than
two Working Days after the Bid/Offer Closing Date
Anchor Investor Up to 60% of the QIB Portion which may be allocated by our Company in consultation
Portion with the BRLM, to Anchor Investors on a discretionary basis, in accordance with the
SEBI ICDR Regulations.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations
Application An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Supported by authorize an SCSB to block the Bid Amount in the ASBA Account and will include
Blocked Amount / applications made by RIIs using the UPI Mechanism where the Bid Amount will be
ASBA blocked upon acceptance of UPI Mandate Request by RIIs using the UPI Mechanism

3
Term Description
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA
Form submitted by such ASBA Bidder in which funds will be blocked by such SCSB to
the extent of the specified in the ASBA Form submitted by such ASBA Bidder and
includes a bank account maintained by a Retail Individual Investor linked to a UPI ID,
which will be blocked by the SCSB upon acceptance of the UPI Mandate Request in
relation to a Bid by a Retail Individual Investor Bidding through the UPI Mechanism
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Banker(s) to the Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank and Public
Offer Offer Account Bank(s), as the case may be
Basis of Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
Allotment described in “Offer Procedure” on page 387
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations.

The term “Bidding” shall be construed accordingly.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the
case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of
Equity Shares Bid for by such Retail Individual Bidder and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of the
Bidder, as the case may be, upon submission of the Bid which was net of the Employee
Discount, as applicable.

However, Eligible Employees applying in the Employee Reservation Portion can apply
at the Cut-off Price, multiplied by the number of Equity Shares Bid for by such Eligible
Employee and mentioned in the Bid cum Application Form.
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres
for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Bid cum Anchor Investor Application Form or the ASBA Form, as the context requires
Application Form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Except in relation to any Bids received from the Anchor Investors, the date after which
Date the Designated Intermediaries will not accept any Bids, which shall be notified in all
editions of Financial Express (a widely circulated English national daily newspaper), all
editions of Jansatta (a widely circulated Hindi national daily newspaper) and Ahmedabad
editions of Jaihind (a widely circulated Gujarat daily newspaper, Gujarati being the
regional language of Gujarat, where our Registered Office is located), and in case of any
revision, the extended Bid/Offer Closing Date shall also be widely disseminated by
notification to the Stock Exchanges by issuing a press release and also by indicating the
change on the website of the BRLM and at the terminals of the Members of the Syndicate
and by intimation to the Designated Intermediaries and Sponsor Bank(s), as required
under the SEBI ICDR Regulations.

Our Company in consultation with the BRLM, may consider closing the Bid/Offer Period
for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the
SEBI ICDR Regulations.
Bid/ Offer Except in relation to any Bids received from the Anchor Investors, the date on which the
Opening Date Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of Financial Express (a widely circulated English national daily newspaper), all editions
of Jansatta (a widely circulated Hindi national daily newspaper) and Ahmedabad editions
of Jaihind (a widely circulated Gujarat daily newspaper, Gujarati being the regional
language of Gujarat, where our Registered Office is located), and in case of any revision,

4
Term Description
the extended Bid/ Offer Period also be widely disseminated by notification to the Stock
Exchanges by issuing a press release and also by indicating the change on the website of
the BRLM and at the terminals of the Members of the Syndicate and by intimation to the
Designated Intermediaries and Sponsor Bank(s), as required under the SEBI ICDR
Regulations.
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date
and the Bid/ Offer Closing Date, inclusive of both days, during which Bidders (excluding
Anchor Investors) can submit their Bids, including any revisions thereof in accordance
with the SEBI ICDR Regulations and the terms of the Red Herring Prospectus.

Provided that the Bidding shall be kept open for a minimum of three Working Days for
all categories of Bidders, other than Anchor Investors.
Bidder / Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an ASBA Bidder and an Anchor Investor.
Book Building The book building process as described in Part A, Schedule XIII of the SEBI ICDR
Process Regulations, in terms of which the Offer is being made.
Book Running The book running lead manager to the Offer, namely Beeline Capital Advisors Private
Lead Manager” or Limited
“BRLM”
Broker Centre Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms, provided that RIBs may only submit ASBA Forms at such broker centres
if they are Bidding using the UPI Mechanism, to a Registered Broker and details of which
are available on the websites of the respective Stock Exchanges. The details of such
Broker Centres, along with the names and the contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges ([Link] and
[Link]), and updated from time to time.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members of
the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.
CAN or The notice or advice or intimation of allocation of the Equity Shares sent to Anchor
Confirmation of Investors who have been allocated Equity Shares on / after the Anchor Investor Bidding
Allocation Note Date.
Cap Price The higher end of the Price Band, i.e. ₹ [●] per Equity Share, above which the Offer Price
and the Anchor Investor Offer Price will not be finalised and above which no Bids will be
accepted. The Cap Price shall be at least 105% of the Floor Price and less than or equal to
120% of the Floor Price.
Cash Escrow and The agreement dated December 02, 2024 entered between our Company, the Selling
Sponsor Bank Shareholders, the Registrar to the Offer, the BRLM, the Syndicate Member, the Banker(s)
Agreement to the Offer, inter alia, for the appointment of the Sponsor Bank in accordance with the
UPI Circular, for the collection of the Bid Amounts from Anchor Investors, transfer of
funds to the Public Offer Account and where applicable, refunds of the amounts collected
from Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to the
Bidder’s beneficiary account.
Collecting A depository participant as defined under the Depositories Act, 1996 registered with SEBI
Depository and who is eligible to procure Bids at the Designated CDP Locations in terms of circular
Participant or no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as per
CDP the list available on the websites of BSE and NSE, as updated from time to time.
Cut-off Price The Offer Price, as finalised by our Company, in consultation with the BRLM which shall
be any price within the Price Band. Only Retail Individual Bidders and Eligible
Employees Bidding under the Employee Reservation Portion Bidding in the Retail Portion
are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cutoff
time of 5:00 pm on after the Bid/Offer Closing Date.

5
Term Description
Demographic Details of the Bidders including the Bidder’s address, name of the Bidder’s father/
Details husband, investor status, occupation, PAN, DP ID, Client ID and bank account details and
UPI ID, where applicable.
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms, a list of which,
Locations along with names and contact details of the Collecting Depository Participants eligible to
accept ASBA Forms are available on the websites of the respective Stock Exchanges
([Link] and [Link]) as updated from time to time.
Designated Date The date on which funds are transferred from the Escrow Account to the Public Offer
Account or the Refund Account, as appropriate, or the funds blocked by the SCSBs are
transferred from the ASBA Accounts to the Public Offer Account, as the case may be, in
terms of the Red Herring Prospectus and the Prospectus, after the finalisation of the Basis
of Allotment in consultation with the Designated Stock Exchange, following which the
Board of Directors or IPO Committee may Allot Equity Shares to successful Bidders in
the Offer.
Designated In relation to ASBA Forms submitted by RIBs with an application size of up to to ₹0.20
Intermediaries million and Non-Institutional Bidders Bidding with an application size of up to ₹0.50
million (not using the UPI mechanism) by authorising an SCSB to block the Bid Amount
in the ASBA Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents,
Registered Brokers, CDPs, SCSBs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated

Intermediaries shall mean Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers,
the CDPs and RTAs.
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs, a list
Locations of which, along with names and contact details of the RTAs eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges
([Link] and [Link]) and updated from time to time.
Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which is available
Branches on the website of the SEBI at
[Link]
35 and updated from time to time, and at such other websites as may be prescribed by
SEBI from time to time.
Designated Stock BSE Limited
Exchange
Draft Red Herring The draft red herring prospectus dated June 28, 2024, issued in accordance with the SEBI
Prospectus or ICDR Regulations, which does not contain complete particulars of the Offer, including
DRHP the price at which the Equity Shares will be Allotted and the size of the Offer.
Eligible All or any of the following (i) a permanent employee of our Company and/ or Subsidiaries
Employees working in India or out of India; or (ii) a director of our Company and/ or Subsidiaries,
whether whole-time or not, as on the date of the filing of this Red Herring Prospectus with
the RoC and who continue to be a permanent employee of our Company or any of our
Subsidiaries or be our Director(s), as the case may be until the submission of the Bid cum
Application Form, but excludes: (a) an employee who is the Promoter or belongs to the
Promoter Group; (b) a Director who either by himself or through his relatives or through
any body corporate, directly or indirectly holds more than 10% of outstanding Equity
Shares of our Company; and (c) an independent director.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹0.50 million (net of Employee Discount). However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed
₹0.20 million. Only in the event of an under-subscription in the Employee Reservation
Portion, such unsubscribed portion will be available for allocation and Allotment,
proportionately to Eligible Employees Bidding in the Employee Reservation Portion who
have Bid in excess of ₹0.20 million, subject to maximum value of Allotment to such
Eligible Employee not exceeding ₹0.50 million (net of Employee Discount).

6
Term Description
Eligible FPIs FPIs that are eligible to participate in the Offer in terms of applicable law and from such
jurisdictions outside India where it is not unlawful to make an offer/ invitation under the
Offer and in relation to whom the Bid cum Application Form and this Red Herring
Prospectus constitutes an invitation to purchase the Equity Shares offered thereby.
Eligible NRIs NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, on a non-
repatriation basis, from jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom the Bid cum Application Form
and this Red Herring Prospectus will constitute an invitation to purchase the Equity Shares
Employee A discount of up to [●]% to the Offer Price (equivalent of ₹[●] per Equity Share) as may
Discount be offered by our Company in consultation with the BRLM, to Eligible Employees and
which shall be announced at least two Working Days prior to the Bid/Offer Opening Date
Employee The portion of the Offer being up to 35,000 Equity Shares aggregating up to ₹ [●] million,
Reservation available for allocation to Eligible Employees, on a proportionate basis. Such portion shall
Portion not exceed 5% of the post-Offer equity share capital of our Company.
Escrow Accounts opened with the Escrow Collection Bank(s) and in whose favour Anchor
Account(s) Investors will transfer money through direct credit/ NEFT/ RTGS/NACH in respect of
Bid Amounts when submitting a Bid
Escrow The banks which are clearing members and registered with SEBI as Bankers to an issue
Collection under the BTI Regulations, and with whom the Escrow Account(s) will be opened, in this
Bank(s) case being HDFC Bank Limited.
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names
Fraudulent Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Borrower
Fugitive A fugitive economic offender as defined under the Fugitive Economic Offenders Act,
Economic 2018
Offender
Floor Price The lower end of the Price Band, i.e. ₹ [●] subject to any revision(s) thereto, at or above
which the Offer Price and the Anchor Investor Offer Price will be finalised and below
which no Bids, will be accepted
General The General Information Document for investing in public offers, prepared and issued in
Information accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
Document or GID 17, 2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLM
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Mutual Fund Up to 5% of the Net QIB Portion, or 73,473 Equity Shares, which shall be available for
Portion allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Net Offer The Offer less Employee Reservation Portion
Net QIB Portion QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional All Bidders, that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Investors or NII(s) Shares for an amount of more than ₹ 0.20 million (but not including NRIs other than
or Non- Eligible NRIs)
Institutional
Bidders or NIB(s)
Non-Institutional The portion of the Offer being not less than 15% of the Net Offer comprising of 1,102,101
Portion Equity Shares which shall be available for allocation to NIIs in accordance with the SEBI
ICDR Regulations, to Non-Institutional Bidders, subject to valid Bids being received at
or above the Offer Price.

The allocation to the NIIs shall be as follows:

a) One-third of the Non-Institutional Portion shall be reserved for applicants with

an application size of more than ₹0.20 million and up to ₹1.00 million; and

7
Term Description
b) Two-thirds of the Non-Institutional Portion shall be reserved for applicants with
an application size of more than ₹1.00 million

Provided that the unsubscribed portion in either of the sub-categories specified in clauses
(a) or (b), may be allocated to applicants in the other sub-category of non-institutional
investors
Non-Resident or A person resident outside India, as defined under FEMA
NR
Offer/ Offer for The initial public offer of up to 7,382,340 Equity Shares of face value of ₹10 each for cash
Sale at a price of ₹ [●] per Equity Share (including a share premium of [●] per Equity Share)
aggregating up to ₹ [●] million. The Offer comprises the Net Offer and Employee
Reservation Portion.
Offer Agreement The agreement dated June 28, 2024, amongst our Company, the Selling Shareholders and
the BRLM, pursuant to the SEBI ICDR Regulations, based on which certain arrangements
are agreed to in relation to the Offer
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which the Equity
Shares will be Allotted to successful Bidders other than Anchor Investors. Equity Shares
will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of this
Red Herring Prospectus.

The Offer Price will be decided by our Company in consultation with the BRLM, in
accordance with the Book Building Process on the Pricing Date and in terms of this Red
Herring Prospectus.

A discount of up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) may be
offered to Eligible Employees bidding in the Employee Reservation Portion. This
Employee Discount (if any) will be decided by our Company in consultation with the
Book Running Lead Manager, on the Pricing Date in accordance with the Book Building
Process and this Red Herring Prospectus.
Offered Shares Up to 7,382,340 Equity Shares of face value of ₹10 each being offered by Selling
Shareholders as part of the Offer for Sale.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum
price of ₹ [●] per Equity Share (Cap Price) and includes any revisions thereof.

The Price Band and the minimum Bid Lot for the Offer will be decided by our Company
in consultation with the Book Running Lead Manager, and will be advertised in all
editions of English national daily newspaper, Financial Express, all editions of Hindi
national daily newspaper, Jansatta and Ahmedabad editions of the Gujarati daily
newspaper Jaihind (Gujarati being the regional language of Gujarat, where our Registered
Office is located), each with a wide circulation, at least two Working Days prior to the
Bid/Offer Opening Date, with the relevant financial ratios calculated at the Floor price
and at the Cap Price, and shall be available to the Stock Exchanges for the purpose of
uploading on their respective websites
Pricing Date The date on which our Company in consultation with the BRLM, will finalise the Offer
Price
Prospectus The prospectus to be filed with the RoC, in accordance with the Companies Act, 2013 and
the SEBI ICDR Regulations containing, amongst other things, the Offer Price that is
determined at the end of the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer The banks which are clearing members and registered with SEBI under the BTI
Account Bank(s) Regulations, with whom the Public Offer Account(s) will be opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this
case being HDFC Bank Limited.
Public Offer Bank account to be opened in accordance with the provisions of the Companies Act, 2013,
Account(s) with the Public Offer Account Bank(s) to receive money from the Escrow Accounts and
from the ASBA Accounts on the Designated Date.
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50%
of the Net Offer, consisting of 3,673,670 Equity Shares which shall be allocated to QIBs,
including the Anchor Investors (which allocation shall be on a discretionary basis, as

8
Term Description
determined by our Company in consultation with the BRLM up to a limit of 60% of the
QIB Portion) subject to valid Bids being received at or above the Offer Price or Anchor
Investor Offer Price.
Qualified A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Regulations. However, non-residents which are FVCIs and multilateral and bilateral
Buyers” or development financial institutions are not permitted to participate in the Offer.
“QIBs”
Red Herring This red herring prospectus, including any corrigenda or addenda thereto, to be issued in
Prospectus or accordance with Section 32 of the Companies Act, 2013 and the provisions of SEBI ICDR
RHP Regulations, which will not have complete particulars of the price at which the Equity
Shares will be offered and the size of the Offer, including any addenda or corrigenda
thereto. This red herring prospectus will be filed with the RoC at least three working days
before the Bid/ Offer Opening Date and will become the Prospectus upon filing with the
RoC after the Pricing Date.
Refund The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Refund Bank, from
Account(s) which refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors
shall be made
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case
being HDFC Bank Limited.
Registered Broker Stock brokers registered with the stock exchanges having nationwide terminals other than
the members of the Syndicate, and eligible to procure Bids in terms of the circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar The agreement dated June 27, 2024 entered amongst our Company, the Selling
Agreement Shareholders and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer
Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Share Transfer the Designated RTA Locations as per the lists available on the website of BSE and NSE,
Agents or RTAs and the UPI Circulars
Registrar, or The Registrar to the Offer namely Link Intime India Private Limited.
Registrar to the
Offer
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Individual Bidders (including HUFs applying through their Karta and Eligible NRIs and
Bidders or RIB(s) does not include NRIs other than Eligible NRIs) who have Bid for the Equity Shares for
or Retail an amount not more than ₹0.20 million in any of the Bidding options in the Offer
Individual
Investors or RII(s)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of 2,571,569
Equity Shares which shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders Bidding in the Retail Portion and Eligible Employees Bidding in the
Employee Reservation Portion can revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web
based complaints redressal system launched by SEBI vide circular no. CIR/OIAE/1/2014
dated December 18, 2014
Self-Certified The banks registered with SEBI, offering services: (a) in relation to ASBA (other than
Syndicate Bank(s) using the UPI Mechanism), a list of which is available on the website of SEBI at
or SCSB(s) [Link]
34 and
[Link]
35, as applicable or such other website as may be prescribed by SEBI from time to time;

9
Term Description
and (b) in relation to ASBA (using the UPI Mechanism), a list of which is available on
the website of SEBI at
[Link]
40, or such other website as may be prescribed by SEBI from time to time.

Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is provided
as Annexure ‘A’ to the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019. The said list is available on the website of SEBI at
[Link]
43, as updated from time to time.
Specified The Bidding centres where the Syndicate shall accept Bid cum Application Forms from
Locations relevant Bidders, a list of which is available on the website of SEBI ([Link]),
and updated from time to time.
Share Escrow Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely Link
Agent Intime India Private Limited.
Share Escrow The agreement dated December 02, 2024 entered into amongst our Company, the Selling
Agreement Shareholders, and the Share Escrow Agent for deposit of the Equity Shares offered by the
Selling Shareholders in escrow and credit of such Equity Shares to the demat account of
the Allottees.
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI which is appointed by the Company to
act as a conduit between the Stock Exchanges and the National Payments Corporation of
India in order to push the UPI Mandate Requests and / or payment instructions of the RIBs
using the UPI Mechanism and carry out any other responsibilities in terms of the UPI
Circulars, in this case being HDFC Bank Limited.
Stock Exchanges Collectively, BSE Limited NSE Limited
Syndicate Agreement dated December 02, 2024 entered into among our Company, the Selling
Agreement Shareholders, the BRLM, and the Syndicate Member in relation to collection of Bid cum
Application Forms by Syndicate
Syndicate Intermediaries (other than BRLM) registered with SEBI who are permitted to accept bids,
Member applications and place orders with respect to the Offer and carry out activities as an
underwriter namely, Spread X Securities Private Limited.
Syndicate or Together, the BRLM and the Syndicate Member
member of the
Syndicate
Systemically Systemically important non-banking financial company as defined under Regulation
Important Non- 2(1)(iii) of the SEBI ICDR Regulations
Banking Financial
Company or
NBFC-SI
Underwriters [●]
Underwriting The agreement dated [●] entered into amongst the Underwriters, the Selling Shareholders
Agreement and our Company on or after the Pricing Date, but prior to filing of the Prospectus
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidders Collectively, individual investors applying as RIBs in the Retail Portion, and individuals
applying as Non-Institutional Investors with a Bid Amount of up to ₹ 0.50 million in the
Non-Institutional Portion and Bidding under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Member, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022,

all individual investors applying in public issues where the application amount is up to ₹
0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application form
submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized
stock exchange (whose name is mentioned on the website of the stock exchange as eligible
for such activity), (iii) a depository participant (whose name is mentioned on the website
of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and

10
 Term Description
share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for such activity).
UPI Circulars Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 1, 2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated
April 3, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI
circular number SEBI/HO/CFD/DIL2/OW/P/2021/2481/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021 SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the RTA Master Circular and
SEBI master circular no. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023
SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along with
the circular issued by the National Stock Exchange of India Limited having reference no.
25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference
no. 20220803-40 dated August 3, 2022, and any subsequent circulars or notifications
issued by SEBI and Stock Exchanges in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate A request (intimating the UPI Bidder by way of a notification on the UPI application, by
Request way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
initiated by the Sponsor Bank to authorise blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by a UPI Bidder to make a Bid in the Offer in
accordance with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter A wilful defaulter, as defined under the SEBI ICDR Regulations
Working Day All days, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period,
Working Day shall mean all days except all Saturdays, Sundays and public holidays on
which commercial banks in Mumbai are open for business and (c) the time period between
the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges,
“Working Day” shall mean all trading days of Stock Exchanges, excluding Sundays and
bank holidays in India, as per the circulars issued by SEBI, including the SEBI UPI
Circulars

Technical/ Industry Related Terms

Term Description
APF Asian Packaging Federation
ASSOCHAM Associated Chambers of Commerce and Industry of India
BoE Bank of England
BOPP Biaxial Oriented Polypropylene
CY Calendar Year
EBIT Earnings before interest and Tax
ECB European Central Bank
EPR Extended Producer Responsibility
F&B Food and Beverage
Fed U.S. Federal Reserve
FMCG Fast Moving Consumer Goods
FSSAI Food Safety and Standards Authority of India
G7 Group of 7 (the United States, Japan, Germany, France, Italy, the United Kingdom, and
Canada)
GMV Gross Merchandise Value
GMP Good Manufacturing Practices
HDPE High Density Polyethylene

11
 Term Description
HFFS Horizontal Form Fill Seal
IOP Institute of Packaging
IOPP Institute of Packaging Professionals
IS Indian Standards
LDPE Low Density Polyethylene
LNG Liquefied natural gas
LLDPE Linear Low Density Polyethylene
MAP Modified Atmosphere Packaging
MoEFCC Ministry of Environment, Forests, and Climate Change
OEM Original Equipment Manufacturer
PET Polyethylene Terephthalate
PET/PETE PET
PIBOs Producers, Importers, and Brand Owners
POF Polyolefin
PP Polypropylene
PPP Purchasing Power Parity
PVC/Vinyl Polyvinyl Chloride
PWM Plastic Waste Management
ROCE Return on capital Employed
RONW Return on Networth
VFFS Vertical Form Fill Seal
WEO World Economic Outlook
WPO World Packaging Organisation

Conventional and General Terms or Abbreviations

Term Description
A/c Account
AGM Annual general meeting
AIF An alternative investment fund as defined in and registered with SEBI under the
SEBI AIF Regulations
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Calendar Year / year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires
Companies Act, 2013 / Companies Act, 2013 and the rules, regulations, notifications, modifications and
Companies Act clarifications thereunder
Consolidated FDI The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
Policy and any amendments or substitutions thereof, issued from time to time
Contract Labour Act The Contract Labour (Regulation and Abolition) Act, 1970.
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
Depository / NSDL and CDSL
Depositories
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP / Depository A depository participant as defined under the Depositories Act
Participant
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India
EBITDA Earnings before interest, tax, depreciation and amortisation
EGM Extraordinary general meeting

12
 Term Description
EPS Earnings per share
FAQs Frequently asked questions
FCNR Foreign currency non-resident account
FDI Foreign direct investment
FDI Circular or The Consolidated Foreign Direct Investment Policy bearing DPIIT file number
Consolidated FDI 5(2)/2020-FDI Policy dated October 15, 2020, issued by the Department of
Policy Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued
from time to time
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder
FEMA Regulations Foreign Exchange Management (Transfer of Issue of Security by a Person Resident
outside India) Regulations, 2017
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year / Fiscal Period of twelve months ending on March 31 on that particular year, unless stated
/ FY / F.Y. otherwise
FI Financial institutions
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018.
GDP Gross domestic product
Central Government / Government of India
GoI
GST Goods and service tax
HUF Hindu undivided family
IT Act The Information Technology Act, 2000
I.T. Act The Income Tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting
Standards Board
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended and
other relevant provisions of the Companies Act, 2013
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IT Information technology
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of fund-based lending rate
Mn / mn Million
MCA Ministry of Corporate Affairs, Government of India
N.A / NA Not applicable
NACH National Automated Clearing House
National Investment National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
Fund November 23, 2005 of the GoI, published in the Gazette of India
NAV Net asset value
NBFC Non-Banking Financial Companies

13
 Term Description
NBFC - SI Systemically important non-banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations.
NCLT National Company Law Tribunal
NEFT National electronic fund transfer
Negotiable The Negotiable Instruments Act, 1881
Instruments Act
Non-Resident A person resident outside India, as defined under FEMA
NPCI National payments corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NRI/ Non-Resident A person resident outside India who is a citizen of India as defined under the Foreign
Indian Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NSDL National Securities Deposit Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas A company, partnership, society or other corporate body owned directly or indirectly
Corporate Body to the extent of at least 60% by NRIs including overseas trusts in which not less than
60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003, and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA.
OCBs are not allowed to invest in the Offer
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
PAT Profit After Tax
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
RTGS Real time gross settlement
SCORES SEBI Complaints Redress System
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations Regulations, 2000
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations Requirements) Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations Requirements) Regulations, 2015
SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Bankers Regulations
SEBI Mutual Funds Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations Takeovers) Regulations, 2011

14
 Term Description
SEBI SBEB Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Regulations Equity) Regulations, 2021
SEBI VCF Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
Regulations as repealed pursuant to SEBI AIF Regulations
Specified Securities Equity shares and/or convertible securities
State Government Government of a state of India
Stock Exchanges Collectively, the BSE and NSE
STT Securities transaction tax
TAN Tax deduction account number
TDS Tax deducted at source
U.S. Securities Act United States Securities Act of 1933, as amended
US GAAP Generally Accepted Accounting Principles in the United States of America
USA/ U.S/ US The United States of America
USD/ US$/ $ United States Dollars
VAT Value added tax
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations
Wilful Defaulter or Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(III) of
Fraudulent Borrower the SEBI ICDR Regulations.

15
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” in this Red Herring Prospectus are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references in this Red Herring Prospectus to the “US”, “U.S.” “USA” or “United States” are to the United
States of America and its territories and possessions.

Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year and
references to a Fiscal or a Fiscal Year are to the year ended on March 31, of that calendar year.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers
of this Red Herring Prospectus.

Time

All references to time in this Red Herring Prospectus are to Indian Standard Time (“IST”).

Financial Data

Unless indicated or the context requires otherwise, the financial information and financial ratios in this Red
Herring Prospectus are derived from our Restated Consolidated Financial Information. The Restated Consolidated
Financial Information included in this Red Herring Prospectus comprise the restated consolidated financial
statement of assets and liabilities as at three months period ended June 30, 2024, and financial years ended March
31, 2024, March 31, 2023 and March 31, 2022, the restated consolidated financial statement of profit and loss
(including other comprehensive income), the restated consolidated financial statement of changes in equity, the
restated cash flow statement for the three months period ended June 30, 2024, and financial year ended and
financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, the summary statement of significant
accounting policies, and other explanatory information, together with the annexures and the notes thereto,
prepared in accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR
Regulations, as amended and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the ICAI. See “Summary of the Offer Document - Summary of Restated Consolidated Financial Information” and
“Financial Information” on pages 25 and 248, respectively.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular financial year are to the
12-month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of
that particular calendar year.

Our Restated Consolidated Financial Information have been prepared in accordance with Ind AS. There are
significant differences between International Financial Reporting Standards (“IFRS”) and Generally Accepted
Accounting Principles in the United States of America (“U.S. GAAP”). The degree to which the financial
information included in this Red Herring Prospectus will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act
2013, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019)
issued by the Institute of Chartered Accountants of India. Accordingly, any reliance by persons not familiar with
Ind AS, the Companies Act 2013, the SEBI ICDR Regulations, the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the ICAI and practices on the financial disclosures presented in this Red
Herring Prospectus should accordingly be limited. We have not attempted to quantify the impact of IFRS or U.S.
GAAP on the financial information included in this Red Herring Prospectus, nor do we provide a reconciliation
of our financial information to those under U.S. GAAP or IFRS and we urge you to consult your own advisors
regarding such differences and their impact on our financial information. For details in connection with risks
involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors - Significant differences exist
between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to the
Financial Statements prepared and presented in accordance with SEBI ICDR Regulations contained in this Red
Herring Prospectus.” on page 62

16
Certain figures contained in this Red Herring Prospectus, including financial information, have been subject to
rounding adjustments. All decimals, including percentages, have been rounded off to two decimal points. In
certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure
given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total
figure given for that column or row. However, where any figures that may have been sourced from third-party
industry sources are rounded off to other than two decimal points in their respective sources, such figures appear
in this Red Herring Prospectus as rounded off to such number of decimal points as provided in their respective
sources.

Non-GAAP Financial Measures

Certain Non-GAAP Measures relating to our operations and financial performance including EBITDA, EBITDA
Margin, EBITDA CAGR, EBIT, RoNW, ROCE and NAV per Equity Share (“Non-GAAP Measures”) have been
included in this Red Herring Prospectus. We compute and disclose such Non-GAAP Measures relating to our
financial performance as we consider such information to be supplemental and useful measures of our business
and financial performance. These Non-GAAP Measures and other information relating to financial performance
may not be computed on the basis of any standard methodology that is applicable across the industry and therefore,
may not be comparable to financial measures of similar nomenclature that may be computed and presented by
other companies and are not measures of operating performance or liquidity defined by generally accepted
accounting principles, including Ind AS and may not be comparable to similarly titled measures presented by
other companies.

Currency and Units of Presentation

All the figures in this Red Herring Prospectus have been presented in million or in whole numbers where the
numbers have been too small to present in million, unless stated otherwise. One million represents 1,000,000 and
one billion represents 1,000,000,000. Certain figures contained in this Red Herring Prospectus, including financial
information, have been subject to rounding adjustments. All figures in decimals have been rounded off to the
second decimal. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly
to the total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform
exactly to the total figure given for that column or row. However, figures sourced from third-party industry sources
may be expressed in denominations other than million or may be rounded off to other than two decimal points in
the respective sources, and such figures have been expressed in this Red Herring Prospectus in such denominations
or rounded-off to such number of decimal points as provided in such respective sources.

All references to:

1. “Rupees” or “INR” or “Rs.” Or “₹” are to the Indian Rupee, the official currency of the Republic of India;
2. “USD” or “US$” or “$” or “U.S. Dollar” are to the United States Dollar, the official currency of the United
States of America;
3. “British Pound” or “GBP” are to the Great British Pound, is the official currency of the United Kingdom of
Great Britain and Northern Ireland.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Rupee and the other currencies used in the Red Herring Prospectus:

(In ₹)
Exchange rate
Currency June 30, 2024 March 31, March 31, March 31, 2022
2024 2023
USD 83.37 83.38 82.08 75.76
EUR 89.37 90.06 89.54 84.64

17
 Exchange rate
Currency June 30, 2024 March 31, March 31, March 31, 2022
2024 2023
GBP 105.45 105.26 101.79 99.48
Source: [Link]
Note: Exchange rate is rounded off to two decimal point.
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of
the previous working day has been disclosed.

Industry and market Data

Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in
this Red Herring Prospectus is derived from the industry report titled “Flexible Packaging Machinery” dated
December, 2024 (the “D&B Report”) prepared and issued by Dun & Bradstreet Information Services India
Private Limited which has been exclusively commissioned and paid for by our Company, pursuant to an
engagement letter dated January 2, 2024, for the purpose of understanding the industry in connection with this
Offer, since no report is publicly available which provides a comprehensive industry analysis, particularly for our
Company’s services, that may be similar to the D&B Report. This Red Herring Prospectus contains certain data
and statistics from the D&B Report, which is available on the website of our Company [Link].

Dun & Bradstreet is an independent agency which has no relationship with our Company, our Promoters, any of
our Directors, Key Managerial Personnel, Senior Management or the Book Running Lead Manager.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources. Although the industry and market data used in this Red
Herring Prospectus is reliable, the data used in these sources may have been re-classified by us for the purposes
of presentation however, no material data in connection with the Offer has been omitted. Data from these sources
may also not be comparable. Further, Dun & Bradstreet has confirmed that to the best of its knowledge no consent
is required from any Government or other source from which any information is used in the D&B Report.

The D&B Report is subject to the following disclaimer:

“This study has been undertaken through extensive secondary research, which involves compiling inputs from
publicly available sources, including official publications and research reports. Estimates provided by Dun &
Bradstreet ("Dun & Bradstreet") and its assumptions are based on varying levels of quantitative and qualitative
analysis including industry journals, company reports and information in the public domain.

Dun & Bradstreet has prepared this study in an independent and objective manner, and it has taken all reasonable
care to ensure its accuracy and completeness. We believe that this study presents a true and fair view of the
industry within the limitations of, among others, secondary statistics within the limitations of, among others,
secondary statistics, and research, and it does not purport to be exhaustive. The results that can be or are derived
from these findings are based on certain assumptions and parameters/conditions. As such, a blanket, generic use
of the derived results or the methodology is not encouraged.

Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently
uncertain because of changes in factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts,
estimates, predictions, or such statements.

The recipient should conduct its own investigation and analysis of all facts and information contained in this
report is a part and the recipient must rely on its own examination and the terms of the transaction, as and when
discussed. The recipients should not construe any of the contents in this report as advice relating to business,
financial, legal, taxation or investment matters and ore advised to consult their own business, financial, legal,
taxation, and other advisors concerning the transaction.”

For details of risks in relation to D&B Report, see “Risk Factors – This Red Herring Prospectus contains
information from industry sources including the industry report commissioned from Dun & Bradstreet on
“Flexible Packaging Machinery” (the “D&B Report”). Prospective investors are advised not to place undue
reliance on such information.” on page 59. Accordingly, no investment decision should be made solely on the
basis of such information.

18
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” beginning on page 116 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources specified herein. Accordingly, no investment decision should be made solely on the basis of such
information.

19
 FORWARD LOOKING STATEMENTS

This Red Herring Prospectus contains certain statements which are not statements of historical facts and may be
described as “forward-looking statements”. These forward-looking statements generally can be identified by
words or phrases such as “aim”, “anticipate”, ‘are likely’, “believe”, “continue”, “expect”, “estimate”, “intend”,
“will likely”, “likely to”, “may”, “seek to”, “shall”, “objective”, “plan”, “project”, “propose”, “will”, “will
continue”, “will pursue”, “will achieve”, “can”, “could”, “goal”, “should” or other words or phrases of similar
import. Similarly, statements that describe our Company’s strategies, objectives, plans or goals are also forward-
looking statements. All statements regarding our expected financial conditions, results of operations, business
plans and prospects are forward-looking statements. However, these are not the exclusive means of identifying
forward looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Red Herring Prospectus that are not historical facts. However, these are not the
exclusive means of identifying forward looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities,
investments, or the industry in which we operate, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic laws, regulations, taxes, changes
in competition in the industry in which we operate and incidents of any natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:

• Significant increases or fluctuations in prices of, or shortages of, or delay or disruption in supply of primary
materials could affect our estimated costs, expenditures and timelines which may have a material adverse
effect on our business, financial condition, results of operations and cash flows.

• We are heavily dependent on the performance of the FMCG, Food & Beverage and Consumer Industry. Any
slowdown in these end-use industries or any other adverse changes in the conditions affecting the plastic
processing and converting and packaging machines market can adversely impact our business, financial
condition, results of operations, cash flows and prospects.

• For the three month period ended June 30, 2024 and for the Fiscal 2024, 2023 and 2022 the inventory level
days were 880 days, 255 days, 282 days and 291 days respectively, failure to maintain optimal inventory
levels could increase our operating costs or lead to unfulfilled customer orders, either of which could have an
adverse effect on our business, financial condition, results of operations and prospects.

• We face significant competitive pressures in our industry, although in Fiscal 2024 our Company emerged as
seventh largest exporter of packaging machines from India and contributed 3% of market share of total export
of Packaging Machineries. Our inability to compete effectively would be detrimental to our business and
prospects for future growth.

• Any negative cash flows in the future would adversely affect our cash flow requirements, which may
adversely affect our ability to operate our business and implement our growth plans, thereby affecting our
financial condition.

• We derive a significant portion of our revenue from operations from sales outside India which contributed an
average of 67.64% of total revenue for the previous three Fiscals out of which business through our wholly
owned subsidiary contributed to average of 37.03% of total revenue for the previous three Fiscals, any adverse
developments in these markets could adversely affect our business.

20
• We derive a significant portion of our revenue from operations from our top ten customers which represented
an average of 30.76% for the previous three Fiscals. Loss of any of these customers or a reduction in purchases
by any of them could adversely affect our business, results of operations and financial condition.

• Majority of our business comes from export business. Our revenue from operations from sales located outside
India represented 70.42%, 65.28%, 71.52% and 66.13% for three month period ended June 30, 2024 and
Fiscal 2024, Fiscal 2023 and Fiscal 2022 respectively. Any disruptions in our export business could adversely
affect our business, financial condition, cash flows, and results of operations.

• Our Company was incorporated in 1979 and certain documents filed by us with the RoC and certain corporate
records and other documents, are not traceable. We cannot assure you that such forms or records will be
available at all or any time in the future.

• Our Company, Subsidiary, Directors, Promoters and Group Companies are or may be involved in certain
legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse
effect on our business, financial condition, cash flows and results of operations.

For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on pages 33, 177 and 319 respectively. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in the future. As a result, actual gains
or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of our future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Red Herring Prospectus
and are not a guarantee of future performance. These statements are based on our management’s beliefs,
assumptions, current plans, estimates and expectations, which in turn are based on currently available information.
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any
of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions
could be incorrect.

Neither our Company, our Directors, our Promoters, the Book Running Lead Manager, the Selling Shareholders,
the Syndicate Member nor any of their respective affiliates or advisors have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI
requirements, our Company will ensure that investors in India are informed of material developments pertaining
to our Company and the Equity Share forming part of the Offer from the date of this Red Herring Prospectus until
the time of the grant of listing and trading permission by the Stock Exchanges. In accordance with the SEBI ICDR
Regulations, the Selling Shareholders shall ensure (through our Company) that the investors are informed of
material developments in relation to statements and undertakings specifically confirmed or undertaken by the
Selling Shareholders in relation to it and the Offered Shares from the date of this Red Herring Prospectus, until
the time of the grant of listing and trading permission by the Stock Exchanges for this Offer.

21
 SUMMARY OF THE OFFER DOCUMENT

The following is a general summary of the terms of the Offer included in this Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus when
filed, or all details relevant to prospective investors. This summary should be read in conjunction with, and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus,
including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry
Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Financial Information”, “Outstanding
Litigation and Other Material Developments” and “Offer Procedure” on pages 33, 65, 84, 112, 135, 177, 237,
248, 353 and 387 respectively of this Red Herring Prospectus.

Summary of Primary business of our Company

We manufacture and export plastic bags and pouch making machines, packaging machines and extrusion
equipment. We provide end-to-end manufacturing solutions for the packaging industry. Products manufactured
using our machines are used across several industries as packaging applications, such as the packing of food and
FMCG products. We primarily sell our packaging machinery to direct consumer brands catering to the FMCG,
Food, & Beverage Industry and bag and pouch making machines to convertors and service providers who, in turn,
mainly catering the FMCG and consumer industry. Our machineries are also utilised in non-packaging
applications, such as e-commerce bags and garment packaging bags. We consistently endeavour to expand our
product offerings and solutions to our customers. Our Company also provides after-sales service to our customers.
As part of our focus on innovation, we have launched new and advanced machines from time to time. Set forth
below are our revenue from operations from machines in each of the corresponding periods:

Particulars Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024
(₹ Percentage (₹ Percentage (₹ Percentage (₹ Percentage
million) of revenue million) of revenue million) of revenue million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Machines
for plastic
bag and 106.19 38.45 1,500.46 63.41 1,215.33 60.51 1,284.64 66.82
pouch
making
Co-
Extrusion
- - 102.04 4.31 207.94 10.35 142.07 7.39
Blown Film
Machinery
Packaging
62.86 22.76 349.52 14.77 244.50 12.17 214.12 11.14
Machinery
Attachment
87.76 31.78 315.71 13.34 276.42 13.76 217.38 11.31
and spares
After sales 14.64 5.30 75.62 3.20 38.42 1.91 34.82 1.81

Our process for manufacturing machines starts after our marketing department finalizes the machine dispatch
schedule and the material requirements planning. The manufacturing process consists of Design and software
development for mechanical design of machines, body fabrication executed with third party on behalf of our
Company, mechanical components manufactured by third parties on behalf of our Company, Sub-assemblies,
Assembly, Painting & Final Integration encompassing sub-assemblies mounted onto main machine frame and
integrated into the machines followed by electrical wiring and electronic integration completed by Testing and
Final Dispatch.

Summary of the Industry in which our Company operates

The global economy is expected to report a moderate further to 3% GDP growth in CY 2023 and 2.9% in CY
2024. Meanwhile, GDP growth in Emerging and Developing Asia (India, China, Indonesia, Malaysia etc.) is
expected to increase from 4.4% in CY 2022 to 5.3% in CY 2023. According to the Economic Survey 2022-23,
India ranks as the world's third-largest economy in PPP terms and the fifth largest in terms of GDP. The substantial
economic size has created fresh business prospects globally, particularly in the packaging industry. Currently,
Indian packaging sector is dominated by rigid packaging segment. However, the penetration of flexible packaging

22
materials is increasing steadily. As per industry sources, the market size of global packaging machinery market
was estimated to value at USD 46.8 Bn in 2022 which is slated to grow to USD 60.8 Bn by 2028, witnessing 4.5%
CAGR increase between 2022-28. The export of packaging machinery has displayed a remarkable trajectory over
the given years. In FY 2019, the export value stood at INR 13.9 billion, and by FY 2023, it reached an impressive
INR 23.8 billion. The CAGR over this period stands at a remarkable 14%, indicative of sustained and substantial
growth. The flexibility in transportation and storage along with superior barrier properties is helping in the growth
of flexible packaging materials. With demand for products like packaged food and personal care products
increasing, usage of flexible packaging materials – which is the preferred packaging material in food & beverage
industry – would increase.

Our Promoters

Our Promoters are Mahendra Patel, Chandrakant Patel, Nayana Patel, Bhagvati Patel, Mamata Group Corporate
Services LLP and Mamata Management Services LLP. For further details, see “Our Promoters and Promoter
Group” on page 237.

Offer Size

Offer of Equity
Shares by way of Up to 7,382,340 Equity Shares of ₹ 10 each, aggregating up to ₹ [●] million by the
Offer for Sale Selling Shareholders
(1)(2)

The Offer comprises:

Employee Up to 35,000 Equity Shares of ₹ 10 each, aggregating up to ₹ [●] million
Reservation
Portion(3)
Net Offer Up to 7,347,340 Equity Shares of ₹ 10 each, aggregating up to ₹ [●] million
Notes:
1) The Offer has been authorized by a resolution of our Board dated June 21, 2024.
2) The Offered Shares being offered by the Selling Shareholder in the Offer for Sale are eligible for being
offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations
pertaining to the Offer for Sale, see “Other Regulatory and Statutory Disclosures” on page 362.
3) In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in
excess of ₹0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such
Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any,
in the Employee Reservation Portion after allocation of up to ₹0.50 million (net of Employee Discount, if
any), shall be added to the Net Offer. Our Company in consultation with the BRLM, may offer a discount of
up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees bidding in the
Employee Reservation Portion which shall be announced two Working Days prior to the Bid/Offer Opening
Date. For further details, see “Offer Procedure” and “Offer Structure” on pages 387 and 382, respectively.

The above table summarises the details of the Offer. For further details of the offer, see “The Offer” and “Offer
Structure” on pages 65 and 382 respectively.

Objects of the Offer

The objects of the Offer are to (i) carry out the Offer for Sale of up to 7,382,340 Equity Shares by the Selling
Shareholders; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. Our Company
will not receive any proceeds from the Offer, and all such proceeds will go to the Selling Shareholders. For further
details, see “Objects of the Offer” on page 112.

Aggregate Pre-Offer shareholding of our Promoters, the Promoter Group (other than our Promoters) and
the Selling Shareholders as a percentage of the pre Offer and post Offer paid-up Equity Share Capital

1. The aggregate pre-Offer shareholding of our Promoters, as a percentage of the pre-offer and post-offer paid-
up Equity Share capital of our Company is set out below:

23
 Percentage of pre-Offer Percentage of post-
Name of the Equity Shares of face
paid-up equity share Offer paid-up equity
Shareholder value of ₹ 10 each
capital (%) share capital (%)
Mahendra Patel 5,743,674 23.34 [●]
Chandrakant Patel 575,550 2.34 [●]
Nayana Patel 1,967,931 8.00 [●]
Bhagvati Patel 3,205,694 13.03 [●]
Mamata Group
6,563,376 26.67 [●]
Corporate Services LLP
Mamata Management
4,693,595 19.07 [●]
Services LLP
Total 22,749,820 92.45 [●]
* Mahendra Patel, Nayana Patel, Dilipkumar Patel and Naranbhai Patel are the partners of Mamata Group Corporate Services LLP
** Mahendra Patel, Chandrakant Patel, Prashant Pandya, Dharmendra Panchal, Aartiben Paneri, Abhijit Deshmukh, Rajendra
Panchal, Pradipkumar Mistry, Dipak Modi, Mansi Hiren, Dinaben Shah, Vivek Shah, Dhruti Patel, Dharmisth Patel, Harshad Desai,
Atulkumar Kaushikrai and Apurva Kane are the partners of Mamata Management Services LLP

2. The aggregate pre-Offer shareholding of the members of the Promoters Group (other than our Promoter), as
a percentage of the pre-offer and post-offer paid- up Equity Share capital of our Company is set out below:

Percentage of pre- Percentage of post-

Name of the Equity Shares of face
Offer paid-up equity Offer paid-up equity
Shareholder value of ₹ 10 each
share capital (%) share capital (%)
Pankti Patel 90 Negligible [●]
Total 90 Negligible [●]

3. The aggregate pre-Offer shareholding of the members of the Selling Shareholders, as a percentage of the pre-
Offer and post-offer paid- up Equity Share capital of our Company is set out below:

Percentage of pre- Percentage of post-

Name of the Equity Shares of face
Offer paid-up equity Offer paid-up equity
Shareholder value of ₹ 10 each
share capital (%) share capital (%)
Mahendra Patel 5,743,674 23.34 [●]
Nayana Patel 1,967,931 8.00 [●]
Bhagvati Patel 3,205,694 13.03 [●]
Mamata Group
6,563,376 26.67 [●]
Corporate Services LLP
Mamata Management
4,693,595 19.07 [●]
Services LLP
Total 22,174,270 90.11 [●]

For further details, see “Capital Structure” on page 84.

Summary of Restated Consolidated Financial Information:

(in ₹ million except per share data)

Particulars As at and for the As at and for the As at and for the As at and for the
three month period Fiscal ended Fiscal ended Fiscal ended
ended June 30, 2024* March 31, 2024 March 31, 2023 March 31, 2022
Equity Share Capital 246.08 27.34 29.72 29.72
Total Equity 1,333.22 1,323.82 1,278.76 1,040.56
Total Borrowings 43.44 115.96 186.34 208.61
Total Income 291.93 2,413.08 2,101.29 1,965.68
Revenue from
276.20 2,366.11 2,008.65 1,922.47
Operations
PAT (after exceptional
2.18 361.25 225.05 216.97
items)

24
 Particulars As at and for the As at and for the As at and for the As at and for the
three month period Fiscal ended Fiscal ended Fiscal ended
ended June 30, 2024* March 31, 2024 March 31, 2023 March 31, 2022
PAT Margin (after
0.79 15.27 11.20 11.29
exceptional items) (%)
Earnings per share
(basic) (after
0.09 14.65 8.41 8.11
exceptional items) (in
₹)
Earnings per share
(diluted) (after
0.09 14.65 8.41 8.11
exceptional items) (in
₹)
Net Worth 1,328.22 1,318.82 1,273.76 1,035.56
Return on Net Worth
(after exceptional 0.16 27.39 17.67 20.95
Item) (%)
Adjusted NAV per
53.98 53.59 47.62 38.71
equity share
* The ratios have not been annualized

Notes:
1. PAT Margin after exceptional items (%) is calculated as profit/ (loss) for the year / period after exceptional
items as a percentage of total revenue from operations.
2. Basic EPS (₹) = Basic earnings per share calculated by dividing the Restated Profit for the year by the
weighted average number of Equity Shares outstanding during the year, after considering impact of sub-
division and bonus issuance retrospectively, for all periods presented.
3. Diluted EPS (₹) = Diluted earnings per share is calculated by dividing the Restated Profit for the year by the
weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all
dilutive potential Equity Shares outstanding at the year end, if any and after considering impact of sub-
division and bonus issuance retrospectively, for all periods presented.
4. “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the
profits, securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, as per the restated financial information, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation, where applicable, (in compliance with the provisions
of section 2(57) of the Companies Act, 2013 and regulation 2(1)(hh) of the SEBI ICDR Regulations).
5. Return on Net worth after exceptional Item (%) = Restated Profit for the year/ period after exceptional item
as a percentage of the Net worth as at the end of the year.
6. Adjusted Net Asset Value per Equity Share = Net worth divided by the number of equity shares outstanding
at the end of the year/ period, after considering impact of sub-division and bonus issuance on June 27, 2022
and June 01, 2024 respectively.

For further details, see “Other Financial Information” on page 316.

Qualifications of the Auditors which have not been given effect to in the Restated Consolidated Financial
Information

There are no qualifications from the Statutory Auditors in the examination report that have not been given effect
to in the Restated Consolidated Financial Information.

Summary of Outstanding Litigation and Material Developments

A summary of outstanding litigation proceedings of our Company, Directors, Promoters and Subsidiary as
disclosed in “Outstanding Litigation and Material Developments” on page 353, in terms of the SEBI ICDR
Regulations and the materiality policy approved by our Board pursuant to resolution dated June 21, 2024 as of the
date of this Red Herring Prospectus is set forth below:

25
 (in ₹ million, unless otherwise specified)
Name of the Criminal Tax Statutory or Disciplinary Material Aggregate
Entity Proceedings Proceedings Regulatory actions by Civil Amount
Proceeding the SEBI or Litigations Involved (₹
Stock in million)*
Exchanges
against our
Promoter
Company
By our 2 - - - - 11.93
Company
Against our - 9 - - - 33.10
Company
Directors (other than Promoters)
By our - - - - - -
Directors
Against our - - - - - -
Directors
Promoters
By our - - - - - -
Promoters
Against our - 1 - - - 0.15
Promoters
Subsidiary
By our - - - - - -
Subsidiary
Against our - - - - - -
Subsidiary
*In accordance with the Materiality Policy and to the extent quantifiable

As on the date of this Red Herring Prospectus, there are no outstanding litigation proceedings involving our Group
Company which may have a material impact on our Company as on the date of this Red Herring Prospectus.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 353.

Risk Factors

Specific attention of the investors is invited to “Risk Factors” on page 33. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer.

Summary of Contingent Liabilities

As of June 30, 2024, contingent liabilities as per Ind AS 37 as indicated in our Financial Information are as
follows:
(₹ in million)
Particulars As at June 30, 2024
Claim against company not acknowledged as debt tax
3.00
matters in dispute under appeal
Bank guarantees for performance, earnest money and
16.67
security deposits

For further details of contingent liabilities as at June 30, 2024, see “Restated Consolidated Financial Information–
Contingent liabilities and commitments” on page 248.

Summary of Related Party Transactions

Summary of the related party transactions of our Company for the three months period ended June 30, 2024 and
Fiscal ended March 31, 2024, 2023 and 2022, as per Ind AS 24 – Related Party Disclosures read with the SEBI

26
ICDR Regulations, derived from Restated Consolidated Financial Information read with SEBI ICDR Regulations
are set forth in the table below:

I List of related parties where control exists and also related parties with whom transactions have
taken place and relationships:
a) Subsidiary Company,
Mamata Enterprises Inc.

b) Entities where there is Significant Influence through KMP or their relatives

Data Innovation LLP KMP is Partner
Mamata Airwings KMP is Partner
Maruti Enterprises LLC KMP's relative is partner
Maruti Industries KMP's relative is partner
Nirav Industries KMP's relative is partner
Shree Maruti Travels KMP's relative is partner
Maruti Engitech LLP KMP's relative is partner
Shree Laxmi Offset KMP's relative is partner
Alok Enterprise KMP's relative is partner
Mentorcap Management Private Ltd KMP is interested
LearnEd KMP is interested
Indian Centre for Societal Impacts Research KMP is interested
Mamata Group Corporate Services LLP KMP is interested
Mamata Management Service LLP KMP is interested
Hyperion Research Private Limited KMP is interested
Amazing Ambrosia Private Limited KMP is interested
Mamata Energy Private Limited KMP is interested
Solar Polar India Pvt. Ltd KMP is interested

c) Key Management personnel (KMP) and their relatives

Mr. Mahendra N. Patel Chairman and Managing
Director
Mr. Chandrakant B. Patel Joint Managing Director
Mrs. Nayana M. Patel (Resign with effect from 01st February 2024) Director
Ms. Tarana M. Patel (Resign with effect from 01st February 2024) Director
Mr. Varun C. Patel (Resign with effect from 22nd August 2024) Additional Director
Ms. Sharvil Patel Relative of KMP
Mr. Munjal M. Patel (Appointed with effect from 12th April 2024) Independent Director
Ms. Neha S. Nowlakha (Appointed with effect from 12th April 2024) Independent Woman Director
Mr. Subba P. Bangera (Appointed with effect from 12th April 2024) Independent Director
Mrs. Ruchita T. Patel (Appointed with effect from 22nd August 2024) Independent Director
Mr. Dipak J Modi (Appointed with effect from 1st Feb 2024) Chief Financial Officer
Mr. Apurva N. Kane (Appointed with effect from 1st Feb 2024) Chief Executive Officer
Ms. Madhuri Sharma (Appointed with effect from 1st Sep 2023) Company Secretary &
Compliance Officer

e) Relative of Key Management personnel (KMP)

Mrs. Pankti B. Patel Relative of KMP
Mr. Dharmisth Patel Relative of KMP

27
 Mrs. Darshana D. Modi Relative of KMP
Srikaram Digital Marketing Solutions KMP's relative is proprietor

II. Transactions with Related Parties:

(In ₹ million)
For the three
Particulars months period March 31, 2024 March 31, 2023 March 31, 2022
ended June 30, 2024
Sales
Maruti Enterprises
10.07 24.75 18.19 9.96
LLC
Nirav Industries 0.08 - - -
Purchase
Nirav Industries 5.86 20.34 27.83 33.60
Maruti Industries 1.38 8.53 7.84 5.85
Maruti Enterprises
11.93 40.27 34.71 25.74
LLC
Alok Enterprise 1.60 7.89 8.32 -
Expenses
Mamata Airwings 6.45 23.87 14.77 7.04
Shree Laxmi Offset 0.10 0.58 0.71 0.48
Maruti Engitech LLP 0.29 2.33 2.46 1.85
Shree Maruti Travels 1.81 10.83 11.07 10.86
Mentorcap
Management Private - - 0.01 0.01
Limited
Dipak J modi - 0.05 - -
Apurva Kane - 0.37 - -
Srikaram Digital
0.08 0.20 - -
Marketing Solutions
Mr. Dharmisth Patel 0.58 - - -
Rent Income
Mentorcap
Management Private - 0.13 0.38 0.38
Limited
Remuneration
Mahendra N. Patel 5.25 27.32 27.54 18.08
Chandrakant B. Patel 8.14 29.73 29.42 20.18
Nayana M. Patel - 2.40 2.40 2.40
Tarana M. Patel 0.99 4.71 4.15 4.00
Varun C. Patel 2.87 16.48 15.38 19.75
Salary Expenses
Pankti B. Patel 1.34 3.80 3.60 2.68
Dharmisth Patel 1.57 7.46 6.58 6.34
Sharvil Patel 0.99 4.71 4.15 4.00
Apurva Kane 3.36 7.89 1.05 1.01
Dipak J. Modi 1.26 3.26 - -
Madhuri Sharma 0.16 0.66 - -
Nayana M. Patel 0.60 - - -
Loan
Darshana Modi - 5.00 - -
Interest Expenses
Data Innovation LLP - - - 1.20
Sharvil Patel 0.42 1.66 1.61 1.51
Loan taken
Data Innovation LLP - - - 10.00
Loan Repaid

28
 For the three
Particulars months period March 31, 2024 March 31, 2023 March 31, 2022
ended June 30, 2024
Data Innovation LLP - - - 10.00
Capital Advance
Received
Hyperion Research
- - - 2.09
Private Limited
Advance Given
Apurva Kane - 6.51 - -
Capital advance
Given
Nayana M. Patel - 5.00 - -

III. Outstanding balances of related parties

(₹ in Millions)
Balance as Balance as Balance as Balance as
Particulars on June 30, on 31 March on 31 March on 31 March
2024 2024 2023 2022
Trade Receivables
Maruti Enterprise LLC 9.26 15.54 10.88 2.10

Equity Share Capital

Mr. Mahendra N Patel 59.56 6.62 6.62 6.62
Mr. Chandrakant B Patel 5.76 0.64 0.70 0.70
Mrs. Nayana M Patel 21.87 2.65 2.65 2.65
Mrs. Bhagvati C Patel 35.15 3.91 4.25 4.25
Mamata Group Corporate Services LLP 69.63 7.89 8.28 8.28
Mamata Management Services LLP 48.78 5.64 6.13 6.13

Trade Payables
Mamata Airwings 0.74 0.24 0.57 0.27
Shree Laxmi Offset - - 0.06 0.01
Maruti Engitech LLP - 0.28 0.28 0.15
Nirav Industries 7.92 2.02 8.43 12.44
Maruti Industries 2.86 3.74 4.01 2.85
Maruti Enterprise LLC 10.69 19.59 27.82 17.65
Shree Maruti Travels 2.98 0.97 2.04 0.91
Mentorcap Management Private Ltd - - - 0.04
Alok Enterprise 2.89 3.72 2.60 -

Loan
Darshana Modi - 5.00 - -
Ms. Sharvil Patel 17.65 17.23 16.42 15.28

Capital Advance Received

Hyperion Research Private Limited 3.09 3.09 3.09 3.09
Amazing Ambrosia Private Limited 1.00 1.00 1.00 1.00

Advance

29
 Balance as Balance as Balance as Balance as
Particulars on June 30, on 31 March on 31 March on 31 March
2024 2024 2023 2022
Apurva Kane 6.51 6.51 - -

For details of the related party transactions in accordance with Ind AS 24, see “Financial Information –Note 58 –
Related Party Disclosures” beginning on page 248.

Financing arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in Companies Act, 2013) have financed the purchase of any securities of
our Company by any other person other than in the normal course of the business of the financing entity during a
period of six months immediately preceding the date of the Draft Red Herring Prospectus and this Red Herring
Prospectus.

Weighted average price at which the Equity Shares were acquired by our Promoters and Selling
Shareholders in the last one year preceding the date of this Red Herring Prospectus

The weighted average price at which our Promoters and the Selling Shareholders acquired the Equity Shares in
the last one year preceding the date of this Red Herring Prospectus are as follows:

Name* Number of Equity Shares Weighted Average Price of

acquired Equity Shares acquired (₹)**
Promoter
Mahendra Patel 5,081,844 Nil^
Chandrakant Patel 511,600 Nil
Nayana Patel 1,702,931 Nil^
Bhagvati Patel 2,815,194 Nil^
Mamata Group Corporate
5,774,556 Nil^
Services LLP
Mamata Management
4,129,495 Nil^
Services LLP
Selling Shareholders
Mahendra Patel 5,081,844 Nil^
Nayana Patel 1,702,931 Nil^
Bhagvati Patel 2,815,194 Nil^
Mamata Group Corporate
5,774,556 Nil^
Services LLP
Mamata Management
4,129,495 Nil^
Services LLP
*As certified by the Statutory Auditor, by way of their certificate dated December 12, 2024.
** The weighted average cost of acquisition of Equity Shares by our Promoter has been calculated by taking
into account the amount paid by them to acquire and Shares allotted to them as reduced by amount received on
sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired.
^ Since the weighted average cost of acquisition is negative, it has been considered as Nil.

Weighted average cost of acquisition of all shares transacted in the three years, 18 months and one year preceding
the date of this Red Herring Prospectus:

Range of acquisition
Weighted average cost Cap Price is ‘x’ times
price per Equity Share:
Period of acquisition per the weighted average
lowest price – highest
Equity Share (in ₹)^$ cost of acquisition*^
price (in ₹)^@
Last one year preceding Nil [●] 180.00-
the date of this Red 243.00
Herring Prospectus

30
 Range of acquisition
Weighted average cost Cap Price is ‘x’ times
price per Equity Share:
Period of acquisition per the weighted average
lowest price – highest
Equity Share (in ₹)^$ cost of acquisition*^
price (in ₹)^@
Last 18 months Nil** [●] 180.00-
preceding the date of this 243.00
Red Herring Prospectus#
Last three years Nil** [●] 180.00-
preceding the date of this 243.00
Red Herring Prospectus
^ As certified by the Statutory Auditor, pursuant to their certificate dated December 12, 2024.
#
The Board of Directors pursuant to a resolution dated May 31, 2024 and the special resolution dated June 01,
2024 passed by our Shareholders, have approved the issuance of 21,873,600 bonus Equity Shares in the ratio of
8:1 which were issued and allotted on June 01, 2024.
* To be updated in the Prospectus, following finalisation of the Cap Price.
$
The weighted average cost of acquisition of Equity Shares by our Shareholders has been calculated by
taking into account the amount paid by them to acquire and Shares allotted to them as reduced by amount
received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired.
** Since the weighted average cost of acquisition is negative, it has been considered as Nil
@ Range of acquisition price is calculated exclusive of Sub-division, Bonus Issue and gift of Equity shares.

Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders

The average cost of acquisition per Equity Share of the Equity Shares held by our Promoters and the Selling
Shareholders, as at the date of this Red Herring Prospectus, is set forth below:

Name* Average cost of acquisition

Number of Equity Shares
per Equity Share (₹)**
Promoters
Mahendra Patel 5,743,674 Nil^
Chandrakant Patel 575,550 7.68
Nayana Patel 1,967,931 Nil^
Bhagvati Patel 3,205,694 Nil^
Mamata Group Corporate Services 6,563,376
Nil^
LLP
Mamata Management Services LLP 4,693,595 Nil^
Selling Shareholders
Mahendra Patel 5,743,674 Nil^
Nayana Patel 1,967,931 Nil^
Bhagvati Patel 3,205,694 Nil^
Mamata Group Corporate Services 6,563,376
Nil^
LLP
Mamata Management Services LLP 4,693,595 Nil^
*As certified the Statutory Auditor, pursuant to their certificate dated December 12, 2024.
** The weighted average cost of acquisition of Equity Shares by our Promoter has been calculated by taking into
account the amount paid by them to acquire and Shares allotted to them as reduced by amount received on sell
of shares i.e. net of sale consideration is divided by net quantity of shares acquired.

^ Since the weighted average cost of acquisition is negative, it has been considered as Nil.

For further details of the acquisition of Equity Shares of our Promoters, see “Capital Structure – Details of
Shareholding of our Promoter, members of Promoter Group in our Company” at page 94.

Details of Pre-IPO Placement

Our Company has not and is not undertaking any Pre-IPO placement.

Issue of Equity Shares for consideration other than cash in the last one year

31
Other than as disclosed in “Capital Structure” on page 84, our Company has not issued any Equity Shares for
consideration other than cash in the one year preceding the date of this Red Herring Prospectus.

Split or Consolidation of Equity Shares in the last one year

Our Company has not undertaken any split or consolidation of Equity Shares in one year preceding the date of
this Red Herring Prospectus.

Exemption from complying with any provisions of securities laws

Our Company has not made any application under Regulation 300(1)(c) of the SEBI ICDR Regulations for
seeking an exemption from complying with any provisions of securities laws by SEBI as on the date of this Red
Herring Prospectus.

32
 SECTION II – RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. The risks described in this section are those that we consider to be the most
significant to our business, results of operations and financial condition as of the date of this Red Herring
Prospectus.

The risks set out in this section may not be exhaustive and additional risks and uncertainties, not currently known
to us or that we currently do not deem material, may arise or may become material in the future and may also
adversely affect our business, results of operations, cash flows and financial condition. If any or a combination
of the following risks, or other risks that are not currently known or are not currently deemed material, actually
occur, our business, results of operations, cash flows and financial condition could be adversely affected, the
trading price of our Equity Shares could decline, and investors may lose all or part of their investment. In order
to obtain a complete understanding of our Company and our business, prospective investors should read this
section in conjunction with “Industry Overview”, “Our Business”, “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 135, 177, 248 and 319, respectively, as well as the other financial and statistical information contained
in this Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own
examination of us and our business and the terms of the Offer including the merits and risks involved.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment which may differ in certain respects from that of other countries.

Unless otherwise indicated, the financial information included herein is based on our Restated Consolidated
Financial Information included in this Red Herring Prospectus. For further information, see “Restated
Consolidated Financial Information” on page 248.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Flexible Packaging Machinery” dated October, 2024 (the “D&B Report”) prepared and issued by
D&B, appointed by us on January 2, 2024 and paid for and commissioned by our Company for an agreed fee in
connection with the Offer. A copy of the D&B Report is available on the website of our Company at
[Link]/[Link]. The data included herein includes excerpts from the D&B Report and may have
been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be
material for the proposed Offer), that has been left out or changed in any manner. Also see, “Certain Conventions,
Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and Market Data”
on page 16.

Internal Risk Factors

1. Significant increases or fluctuations in prices of, or shortages of, or delay or disruption in supply of
primary materials could affect our estimated costs, expenditures and timelines which may have a material
adverse effect on our business, financial condition, results of operations and cash flows.

Our operations are dependent upon the efficient supply chain management of materials, parts and components
made to drawings and standard bought-out parts that are required for manufacturing of bag and pouch making
machines. Machines manufactured by our Company have multiple parts and components, sourced from third
parties. Primary material consumption includes metals, standard bought-outs, parts or components that are ‘made
to drawings’, electrical, cables and wires, other consumables, packing material, among others. Some of the key
components that we source externally are extrusion die, pump and screw, gear- box, bearings, electric motors and
drives. Total percentage of parts and components which were sourced from third parties as a percentage of total
material purchase cost for the three month period ended June 30, 2024, Fiscals 2024, 2023 and 2022 were 92.86%,
92.28%, 91.30% and 92.97% respectively and the cost incurred for these parts and components were ₹ 270.04
million, ₹ 920.62 million, ₹ 825.66 million and ₹ 862.42 million for the same period. Set forth below are our
material purchase costs in each of the corresponding periods:

33
 Particulars Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024
(₹ Percentage (₹ Percentage (₹ Percentage (₹ Percentage
million) of revenue million) of revenue million) of revenue million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
material
purchase 290.81 105.29 997.64 42.16 904.36 45.02 927.61 48.25
cost

As such, we have in the past experienced cost fluctuations for these raw materials due to various reasons, including
volatility in the commodity markets and disruptions in supply chain on account of geopolitical and other reasons.
While we have generally been able to pass on the cost increases after some time lapse to our customers through
price revisions while booking new orders, there can be no assurance that we will be able to continue doing so in
the future. If we are unable to pass on the cost increases to our customers or are unsuccessful in managing the
effects of raw material price fluctuations, our business, financial condition, results of operations and cash flows
could be materially and adversely affected. For further details, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Managing supply chain and operating expenses” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Global operations
and foreign exchange” on pages 319 and 319, respectively.

The table below sets forth cost of materials purchased from our top five supplier and top ten suppliers for the
periods indicated.

Three month period

Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024

Particulars % of total % of total % of total % of total

Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
million) million) million) million)
operations operations operations operations
Top five
suppliers
55.73 19.16 182.42 18.28 172.67 19.09 168.54 18.17

Top ten
suppliers
82.23 28.28 262.98 26.36 255.91 28.30 272.25 29.35

We have not entered into long term contracts for the supply of the materials including metals, standard bought-
outs, parts and components and typically source from third-party suppliers under contracts of short period/
purchase orders. Accordingly, we may encounter situations where we might be unable to manufacture and deliver
our machines due to, amongst other reasons, our inability to procure such materials for our products. Absence of
long-term supply contracts and our inability to predict the market conditions may result in us placing supply orders
for inadequate quantities of such materials.

The prices and supply of these materials are also affected by, among others, general economic conditions,
competition, production costs and levels of production based on which such costs can be negotiated, inventory,
transportation costs, indirect taxes and import duties, tariffs and currency exchange rate. Further, as we source our
raw materials from third parties, our supply chain for materials and components may be interrupted by
circumstances beyond our control. While we usually maintain 6 to 9 weeks of inventory for all critical parts and
components, we have experienced instances of shortages in a limited manner. During such periods of shortages,
we may not be able to manufacture and assemble our products according to our pre-determined time frames, at
our previously estimated product costs, or at all, which may adversely affect our business, results of operations,
cash flows and reputation.

2. We are heavily dependent on the performance of the FMCG, Food & Beverage and Consumer Industry.
Any slowdown in these end-use industries or any other adverse changes in the conditions affecting the
plastic processing and converting and packaging machines market can adversely impact our business,
financial condition, results of operations, cash flows and prospects.

34
The sales of our machinery depends on the FMCG, Food & Beverage and Consumer Industry, and we derive most
of our revenue from operations from the manufacture and supply of machines for plastic bag and pouch making.
Set forth below are our revenue from operations from machines in each of the corresponding periods:

Particulars Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024
(₹ Percentage (₹ Percentage (₹ Percentage (₹ Percentage
million) of revenue million) of revenue million) of revenue million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Machines
for plastic
bag and 106.19 38.45 1,500.46 63.41 1,215.33 60.51 1,284.64 66.82
pouch
making
Co-
Extrusion
- - 102.04 4.31 207.94 10.35 142.07 7.39
Blown Film
Machinery
Packaging
62.86 22.76 349.52 14.77 244.50 12.17 214.12 11.14
Machinery
Attachment
87.76 31.78 315.71 13.34 276.42 13.76 217.38 11.31
and spares
After sales 14.64 5.30 75.62 3.20 38.42 1.91 34.82 1.81

We also have a workshop in Montgomery, Illinois, USA and Bradenton, Florida, USA, dedicated to pre-sales and
after-sale services for bag and pouch-making machines. In pre-sale and after sales, we generate revenue from
inquiry from our customers and subsequent activity of erection and commissioning of the machines of customer’s
facility, by providing after-sales support as required by the customer.

The demand for the machinery and equipment we manufacture is dependent on the demand for the end-use
products, which have packaging and non-packaging applications such as FMCG, Food & Beverage and Consumer
Industry. Products manufactured from our machines are used across industries for packaging and non-packaging
applications such as e-commerce bags and garment packaging bags. The production and sales of FMCG and Food
& Beverage products may be affected by general economic or industry conditions, recessionary trends in the
global and domestic economies, as well as evolving regulatory requirements, government initiatives. Our sales
volumes and profitability are closely tied to the level of FMCG and Food & Beverage activity worldwide, as the
end-users for our products primarily operate in such sectors across the industry and are, therefore, affected by
factors that affect these sectors, including the levels of investment and production in these specific sectors of the
global and domestic economies. Machines for plastic bag and pouch making and Co-Extrusion Blown Film
Machinery which contributes majority of our revenues that is 38.45%, 67.73%, 70.86% and 74.21% of revenue
from operations for the three month period ended on June 30, 2024 and Fiscal 2024, 2023 and 2022, respectively,
widely used for FMCG and Food & Beverage activity. While stronger macro-economic conditions tend to result
into higher demand for our machinery, weaker macro-economic conditions tend to result into lower demand. We
may not be able to stay abreast of global trends concerning the end-use industries in which products from our
machineries are used.

As a result, our business and financial condition is heavily dependent on the performance of the machines market
for plastic bag and pouch making globally and in India and we are exposed to fluctuations in the performance of
these markets. In the event of a decrease in demand for plastic bag and pouch making machines in India or abroad,
we will experience pronounced effects on our business, results of operations, financial condition, cash flows and
prospects.

3. For the three month period ended June 30, 2024 and for the Fiscal 2024, 2023 and 2022 the inventory
level days were 880 days, 255 days, 282 days and 291 days respectively, failure to maintain optimal
inventory levels could increase our operating costs or lead to unfulfilled customer orders, either of which
could have an adverse effect on our business, financial condition, results of operations and prospects.

We need to ensure optimal inventory levels and are exposed to inventory risk as a result of rapid changes in
consumer preferences, uncertainty of product developments and launches, manufacturer back orders and other

35
related problems as well as the general economic environment in India. There can be no assurance that we can
accurately predict these trends and events and avoid over-stocking or under-stocking of products. Furthermore,
we place orders for products based on confirmed orders under direct contractual arrangements as well as demand
forecast which could change significantly between the time when the products are ordered and the time when they
are ready for delivery. If we overestimate customer demand, we may experience inventory surplus, which may
lead to a wastage of products and write-down in inventory. If we underestimate customer demand or if our
suppliers fail to provide products to us or deliver products to our customers in a timely manner, we may experience
inventory shortages, which may, in turn, result in unfulfilled customer orders, leading to an adverse effect on our
customer relationships.

The table below sets forth our details relating to our inventory levels and inventory turnover ratio as of / for the
periods/years indicated:

Particulars Three month Fiscal 2024 Fiscal 2023 Fiscal 2022

period ended June
30, 2024
Inventory (₹ in 905.87 698.02 702.81 718.08
millions)
Inventory levels 880 255 282 291
(days)
Inventory turnover 0.10 1.43 1.29 1.25
ratio

While we have not faced any such instances in the past, our failure to maintain proper inventory levels for our
business may have an adverse effect on our business, financial condition, results of operations and prospects. We
place orders for products based on confirmed orders under direct contractual arrangements, demand forecast
during the recent past and our assessment of the market by participating in various exhibition across the globe,
we are able to maintain optimal inventory levels. Our company had high Inventory levels of 880 days on June 30,
2024 as compared to previous three fiscal years inventory levels, as our company generates a significant portion
of revenue in the second half of the year, we have high levels of inventory in the first quarter of the fiscal year.
We gain brand visibility of our products by our extensive participation in large domestic and international
converting and packaging exhibitions wherein we demonstrate the usages of our machineries.

4. We face significant competitive pressures in our industry, although in Fiscal 2024 our Company emerged
as seventh largest exporter of packaging machines from India and contributed 3% of market share of total
export of Packaging Machineries. Our inability to compete effectively would be detrimental to our business
and prospects for future growth.
We face significant competition in our business from other manufacturers of machines for flexible packaging. For
details, see “Industry Overview” beginning on page 135. In Fiscal 2024, our Company emerged as seventh largest
exporter of packaging machines from India and contributed 3% of market share of total export of packaging
machines. The key players in the industry, other than our Company, are UFlex Limited, Smart Pack India,
Nichrome India Limited, XL Plastics Galaxy PackTech Private Limited, Harikrushna Machines Private Limited
among others. (Source: D&B Report) The industry and markets for our products are characterized by factors such
as rapid technological change, the development of new machinery and their rapid obsolescence, evolving industry
standards and significant price erosion or depreciation over the life of our machinery. We primarily compete based
on the product functionality, quality and reliability, design, technical skill, production capabilities, ability to meet
customers’ order requirements and delivery schedules, customer relationships and after-sales-services.
Pursuing cost-cutting measures while maintaining rigorous quality standards may lead to an erosion of our
margins, which may have a material adverse effect on our business, results of operations and financial condition.
In addition, estimating amounts of such price reductions is subject to risk and uncertainties, as any price reduction
is the result of negotiations and other factors. Accordingly, machinery manufacturing companies like us must be
able to reduce their operating costs in order to maintain profitability. Such price reductions may affect our sales
and profit margins. Further our restated profit after tax and our profit after tax margin are as below:
(₹ in million)
Particulars Three month
period ended Fiscal 2024 Fiscal 2023 Fiscal 2022
June 30, 2024
Profit after tax 2.18 361.25 225.05 216.97

36
 Particulars Three month
period ended Fiscal 2024 Fiscal 2023 Fiscal 2022
June 30, 2024
Profit after tax margin (%) 0.79 15.27 11.20 11.29

If we are unable to offset customer price reductions in the future through improved operating efficiencies, new
manufacturing processes, sourcing alternatives and other cost reduction initiatives, our business, results of
operations and financial condition may be materially adversely affected

There can be no assurance that we will maintain our competitiveness in any of these areas with respect to any of
our products. While we work consistently to offset pricing pressures, produce new products, advance our
technological capability, improve our services and enhance our production efficiency to reduce costs, such efforts
may not be successful. Also, as we plan to expand our offerings to launch new products, we may face strong
competition from other players in the same markets. Many of our existing and potential competitors may seek to
be at par with us or exceed us in terms of their financial, production, sales, marketing and other resources. If we
fail to compete effectively in the future, our business and prospects could be materially and adversely affected.

5. Any negative cash flows in the future would adversely affect our cash flow requirements, which may
adversely affect our ability to operate our business and implement our growth plans, thereby affecting our
financial condition.

We have in the past experienced, and may in the future, experience negative operating cash flows. The following
table sets forth certain information relating to our cash flows on a consolidated basis for the periods indicated:

(In ₹ million)
Particulars Three month Fiscal
period June 30, 2024 2023 2022
2024
Net cash flow from/ (used in)
(18.08) 193.74 171.70 371.92
operating activities
Net cash flow from/ (used in)
79.04 124.34 (96.84) (350.12)
investing activities
Net cash flow from/ (used in)
(0.30) (362.66) (29.96) (33.32)
financing activities

For the financial year ended March 31, 2024, we generated net cash of ₹124.34 million from investing activities.
A significant contributor to this figure was a cash inflow of ₹106.09 million from bank deposits. This inflow
occurred as we executed a share buyback on June 3, 2023. To finance the buyback, we reduced our bank deposits
during the financial year ended March 31, 2024, leading to an unusually high cash flow from investing activities.
The effect of same was negative cash flow of ₹ 362.66 million from financing activities.

Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially
impact our ability to operate our business and implement our growth plans. As a result, our cash flows, business,
future financial performance and results of operations could be materially and adversely affected. For further
information, see “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 319 and 319.

6. We derive a significant portion of our revenue from operations from sales outside India which contributed
an average of 67.64% of total revenue for the previous three Fiscals out of which business through our
wholly owned subsidiary contributed to average of 37.03% of total revenue for the previous three Fiscals,
any adverse developments in these markets could adversely affect our business.

We derive a significant portion of our revenues from operations from sales outside India, both directly and through
our wholly owned Subsidiary, Mamata Enterprises, Inc. Our business footprint spans across geographies and as
of September 30, 2024, we have business operations across different continents and a sales and marketing team
of over 19 employees that allow us to generate business across such geographies. Set forth below are details of
our exports in each of the corresponding periods:

37
 Particular Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
s ended June 30, 2024
(₹ Percentag (₹ Percentag (₹ Percentag (₹ Percentag
million e of total million e of total million e of total million e of total
) revenue ) revenue ) revenue ) revenue
from from from from
operation operation operation operation
s (%) s (%) s (%) s (%)
Revenue
from
operations
1,544.6 1,436.6 1,271.2
from sales 194.50 70.42 65.28 71.52 66.13
5 2 4
located
outside
India

Further set forth below are details of our export revenue generated from our wholly owned subsidiary in each of
the corresponding periods:

Particular Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
s ended June 30, 2024
(₹ Percentag (₹ Percentag (₹ Percentag (₹ Percentag
million e of total million e of total million e of total million e of total
) revenue ) revenue ) revenue ) revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Export
revenue
from our
113.54 41.11 787.22 33.27 763.88 38.03 765.07 39.80
wholly
owned
subsidiary

For details, see “Our Business – Business Development and Sales” on page 199.

The markets in which we operate are diverse and fragmented, with varying levels of economic and infrastructure
development and distinct legal and regulatory systems, and do not operate seamlessly across borders as a single
or common market. Therefore, we may be subject to risks inherent in doing business in countries other than India,
including: risks related to the legal and regulatory environment in non-Indian jurisdictions, including with respect
to privacy and data, or repatriation of our revenues or profits from foreign jurisdictions to India; security, and
unexpected changes in laws, regulatory requirements and enforcement; challenges caused by distance, language
and cultural differences; health and security threats or the outbreak of an infectious disease; pricing pressures,
fluctuations in the demand for or supply of our products or services; complex local tax regimes; higher costs
associated with doing business in multiple markets; imposition of international sanctions on one or more of the
countries in which we operate; potential damage to our brand and reputation due to compliance with local laws,
including requirements to provide information to local authorities; fluctuations in currency exchange rates;
political, social or economic instability; difficulties in managing global operations and legal compliance costs
associated with multiple international locations; and exposure to local banking, currency control and other
financial-related risks. Further, the regulatory regime in some of the territories we operate in continues to evolve
at a rapid pace and may be unclear or inconsistent or open to conflicting interpretation.

Our failure to effectively react to these situations or to successfully introduce new products or solutions in these
markets could adversely affect our business, prospects, results of operations and financial condition. Further, our
international operations are subject to risks that are specific to each country and region in which we operate, as
well as risks associated with international operations, in general. These risks include complying with changes in
foreign laws, regulations and policies, including restrictions on trade, import and export license requirements, and
tariffs and taxes, intellectual property enforcement issues and changes in foreign trade and investment policies.

38
7. We derive a significant portion of our revenue from operations from our top ten customers which
represented an average of 30.76% for the previous three Fiscals. Loss of any of these customers or a
reduction in purchases by any of them could adversely affect our business, results of operations and
financial condition.

Our business is concentrated with our top 10 customers. Revenues from any particular customer may vary between
financial reporting periods depending on the nature and term of ongoing contracts with such customer. The table
below sets forth our revenue from our top 10 customers and top five customers, as a percentage of our revenue
from operations for the year/period indicated:

Three month period

Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024^
% of total % of total % of total % of total
Particulars Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
million) million) million) million)
operations* operations* operations* operations*
Top five
161.86 59.62 501.07 21.39 390.07 19.67 382.28 20.19
customers
Top ten
202.61 74.64 742.70 31.69 594.82 30.00 579.06 30.59
customers
* For the purpose of calculation of Top 10 customers as a % of total revenue from operations, we have not considered revenue
from ‘Export Incentives’ as a constituent.
^ Our top ten customers for the period ending on June 30, 2024, include Met Polymers FZE and Balajee Poly Industries. Our
Company has not received consent to disclose the names of other customers’ and hence we have not disclosed their names.

We rely and expect that we will continue to be reliant on our top 10 customers for a substantial portion of our
revenue. The loss of any of our top 10 customers (in particular our largest customer) for any reason including due
to loss of, or failure to renew existing arrangements; limitation to meet any change in quality specification, change
in technology; regulatory changes, disputes with a customer; adverse changes in the financial condition of our
customers, such as possible bankruptcy or liquidation or other financial hardship or a reduction in the demand for
our products by any of our top customers could have a material adverse effect on our business, results of operations
and financial condition.

We do not have such long-term supply contracts with our major customers, and we rely on purchase orders to
govern the volume and other terms of our sales of products. Many of the purchase orders we receive from our
customers specify a price per unit, delivery schedule and other terms. The purchase orders are typically subject to
delivery, quality conditions including, right of buyer to conduct inspection of the delivered products to ensure
conformity with the specifications and compliance. There is no assurance that our customers (in particular our top
10 customers) will continue to source products from. Any decrease in the demand for our products from our top
10 customers, or a termination of our arrangements altogether, would adversely impact our results of operations,
financial condition and cash flow.

8. Majority of our business comes from export business. Our revenue from operations from sales located
outside India represented 70.42%, 65.28%, 71.52% and 66.13% for three month period ended June 30,
2024 and Fiscal 2024, Fiscal 2023 and Fiscal 2022 respectively. Any disruptions in our export business
could adversely affect our business, financial condition, cash flows, and results of operations.

We generate majority of our revenues form export business. Set forth in the table below are details of the region-
wise revenue we generate from sale of manufacturing goods and traded goods for the periods presented:
Three month period
ended on June 30, Fiscal 2024 Fiscal 2023 Fiscal 2022
2024
As a %
As a % of As a % of As a % of
Particulars Sale (in of
revenue Sale (in Sale (in revenue Sale (in revenue
₹ revenue
from ₹ ₹ from ₹ from
million from
operation million million) operation million) operation
) operatio
s (%) s (%) s (%)
ns (%)
India 76.96 27.86 798.70 33.76 546.00 27.18 621.79 32.34

39
 Three month period
ended on June 30, Fiscal 2024 Fiscal 2023 Fiscal 2022
2024
As a %
As a % of As a % of As a % of
Particulars Sale (in of
revenue Sale (in Sale (in revenue Sale (in revenue
₹ revenue
from ₹ ₹ from ₹ from
million from
operation million million) operation million) operation
) operatio
s (%) s (%) s (%)
ns (%)
United
States of 2.98 1.08 454.37 19.20 461.11 22.96 382.21 19.88
America
Canada - - 59.74 2.52 145.84 7.26 21.45 1.12
Mexico - - 108.87 4.60 91.69 4.56 73.08 3.80
Kuwait 27.12 9.82 - - - - - -
Portugal 25.74 9.32 78.26 3.31 - - - -
South
0.00 0.00 0.00 0.00 1.61 0.08 5.64 0.29
Africa
Rest of the
137.62 49.83 841.99 35.59 735.27 36.60 792.70 41.23
world
Add/(Less:
Warranty 1.04 0.38 1.42 0.06 1.10 0.05 (3.84) (0.20)
provision
Add/(Less:
Export 4.74 1.72 22.76 0.96 26.03 1.30 29.43 1.53
Incentive
2,366.1 2,008.6 1,922.4
276.20 100.00 100.00 100.00 100.00
1 5 7

During the period ended on June 30, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, our revenues from our
exports to United States constituted 1.08%, 19.20%, 22.96% and 19.88% respectively, of our total revenues from
operations. Owing to the nature of our revenue from the export business, we are subject to risks in connection
with compliance with the laws of countries where we export our products to, restrictions on the import and export
of certain intermediates, multiple tax and cost structures, cultural and language factors, among others. Regulatory
requirements are still evolving in many markets and are subject to change and as a result may, at times, be unclear
or inconsistent. Consequently, we may inadvertently fail to comply with such regulations, which could lead to a
decline in our revenue and profits. In addition, the policies of the RBI may also change from time to time, which
may limit our ability to effectively hedge our foreign currency exposures and may have an adverse effect on our
results of operations and cash flows. These export destination countries impose varying duties on our products.
There can be no assurance that the duties imposed by such countries will not increase. Any decline in our exports
business due to any of these factors could adversely affect our business, financial condition, cash flows, and results
of operations.

9. Our Company was incorporated in 1979 and certain documents filed by us with the RoC and certain
corporate records and other documents, are not traceable. We cannot assure you that such forms or
records will be available at all or any time in the future.

The secretarial records for certain past allotments of Equity Shares made by our Company and share transfer forms
could not be traced as the relevant information was not available in the records maintained by our Company, at
the MCA Portal maintained by the Ministry of Corporate Affairs and the RoC, despite conducting internal searches
and engaging an independent practicing company secretary to conduct online search at the MCA Portal maintained
by the Ministry of Corporate Affairs and physical search of RoC. We have also intimated the RoC regarding such
untraceable secretarial records vide our letter dated June 28, 2024.

For further details of such forms and records, kindly refer disclosures in chapter titled “Capital Structure”, “Our
Management” and “History And Certain Corporate Matters” on page number 106, 235 and 214 respectively.

40
While no legal proceedings or regulatory action has been initiated against our Company in relation to untraceable
secretarial and other corporate records and documents as of the date of this Red Herring Prospectus, we cannot
assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future.
However, there is no provision for penalty in the Companies Act in relation to such events.

10. Our Company, Subsidiary, Directors, Promoters and Group Companies are or may be involved in certain
legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse
effect on our business, financial condition, cash flows and results of operations.

There are outstanding legal and regulatory proceedings involving our Company, Subsidiary, Directors, Promoters
and Group Companies which are pending at different levels of adjudication before various courts, tribunals and
other authorities. Such proceedings could divert the management’s time and attention and consume financial
resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the
extent that such amounts are ascertainable and quantifiable and include amounts claimed jointly and severally, as
applicable. Any unfavourable decision in connection with such proceedings, individually or in the aggregate,
could adversely affect our reputation, business, financial condition and results of operations. The summary of
such outstanding material legal and regulatory proceedings as on the date of this Red Herring Prospectus is set
out below:

Name of the Criminal Tax Statutory or Disciplinary Material Aggregate

Entity Proceedings Proceedings Regulatory actions by Civil Amount
Proceeding the SEBI or Litigations Involved (₹
Stock in million)*
Exchanges
against our
Promoter
Company
By our 2 - - - - 11.93
Company
Against our - 9 - - - 33.10
Company
Directors (other than Promoters)
By our - - - - - -
Directors
Against our - - - - - -
Directors
Promoters
By our - - - - - -
Promoters
Against our - 1 - - - 0.15
Promoters
Subsidiary
By our - - - - - -
Subsidiary
Against our - - - - - -
Subsidiary
* In accordance with the Materiality Policy and to the extent quantifiable.

We cannot assure you that any of these on-going matters will be settled in favour of our Company, Subsidiary
Promoters, Directors or Group Companies, respectively, or that no additional liability will arise out of these
proceedings. Further, we cannot assure you that there will be no new legal and regulatory proceedings involving
our Company, Subsidiary, Directors and Group Companies in the future. An adverse outcome in any such
proceedings may have an adverse effect on our business, financial position, prospects, results of operations and
our reputation. For further details, see “Outstanding Litigation and Material Developments” on page 353.

11. Our Promoters and members of Promoter Group will continue to collectively hold majority of the
shareholding in our Company, which will allow them to influence the outcome of matters requiring
shareholder approval.

41
As on the date of this Red Herring Prospectus, our Promoters and members of Promoter Group collectively hold
92.45% of the share capital of our Company on a fully-diluted basis. For details of their shareholding pre and
post-offer, see “Capital Structure” on page 84. After the completion of the Offer, our Promoters along with the
Promoter Group will continue to collectively hold substantial shareholding in our Company, and will continue to
exercise significant influence over our business policies and affairs and all matters requiring Shareholders’
approval, including the composition of our Board, the adoption of amendments to our certificate of incorporation,
the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and
the policies for dividends, lending, investments and capital expenditures. This concentration of ownership also
may delay, defer or even prevent a change in control of our Company and may make some transactions more
difficult or impossible without the support of these stockholders. In addition, the trading price of the Equity Shares
could be materially adversely affected if potential new investors are disinclined to invest in us because they
perceive disadvantages to a large shareholding being concentrated in the hands of our Promoter. For further
information in relation to the interests of our Promoters in the Company, see “Our Promoters and Promoter
Group” on pages 237. Post listing, our Promoters and Promoter Group will continue to exercise significant
influence over us through their shareholding after the Offer. In accordance with applicable laws and regulations,
our Promoters will have the ability to exercise, directly or indirectly, a significant influence over our business.

12. The entire offering is through Offer for Sale by the Promoter Selling Shareholders, our Company will not
receive any proceeds from the Offer for Sale.

The Offer comprises only an Offer for Sale aggregating up to 7,382,340 Equity Shares by the Promoter Selling
Shareholders. Certain of the Selling Shareholders are our Directors, who may accordingly receive certain proceeds
from the Offer. Our Company will not receive any proceeds from the Offer for Sale. The expenses of the Selling
Shareholders will, at the outset, be borne by our Company and each Selling Shareholder will consequently
reimburse our Company for such expenses (inclusive of taxes) incurred by our Company on behalf of such Selling
Shareholders, in relation to the Offer, upon successful completion of the Offer in the manner as prescribed under
applicable law and in a manner as may be mutually agreed among our Company and the Selling Shareholders.

13. Partial or complete bans on packaging material in respect to our products may severely impact our
business and future business prospects.

Products manufactured using our machines are used across several industries as packaging application, such as
packing of food and FMCG products. Any change in policy by the Central or State Governments in India in
relation to partial or complete bans on packaging material in respect to our products may severely impact our
business and future business prospects. Prohibitions on plastic packaging, including a complete ban on all forms
of plastic, may occur at any time and may materially and adversely impact our business, reputation and growth.
Although, no instances have occurred in past wherein our business got affected due to change in the policy of the
Central or State Government and which have had any material impact on our prospects, business and results of
operations in Fiscal 2022, 2023 and 2024 and three-month period ended June 30, 2024, there can be no assurance
that such instances will not occur in future. Any bans on plastic packaging in our key export markets may
materially and adversely affect the packaging sector globally and our export revenues and growth.

14. Our Company has outstanding trade payable to certain MSMEs. Any such delay in payment to MSME
trade payables beyond 45 days may attract penal provisions under the applicable laws.

Our Company currently has and may continue to have outstanding trade payable to MSME in relation to the goods
or services purchased from vendors registered under the Micro, Small and Medium Enterprises (MSME)
Development Act, 2006. Under the MSME Development Act, suppliers are entitled to receive payments within
45 days. Delays beyond this period can lead to interest liabilities and potential legal claims from MSME suppliers.
If we fail to adhere to these payment terms, we may face financial penalties, increased operational costs, and legal
disputes. Persistent delays could also damage our relationships with suppliers, affecting our supply chain and our
ability to procure necessary goods and services in a timely manner. Historically, the amount due to MSME Trade
Payables was as below:
(₹ in Millions)
Particulars Balance as on 30 Balance as on 31 Balance as on 31 Balance as on 31
June 2024 March 2024 March 2023 March 2022
MSME trade
198.37 39.43 41.91 53.83
payables

42
Further, our company has provided a provision for interest on MSME payables outstanding for more than 45 days
as on June 30, 2024, amounting to ₹ 0.60 million, we cannot assure that delay in payments will not occur in future.

15. We have in the past entered into related party transactions and may continue to do so in the future.

We have entered into transactions with related parties in the past and from, time to time, we may enter into related
party transactions in the future. For further details, see “Summary of the Offer Document - Summary of related
party transactions” and “Restated Consolidated Financial Information - Related party disclosure – Note 58” on
pages 26 and 248 respectively. These transactions among others include sales, purchases, expenses, rent income,
remuneration, salary expenses, donation, interest expenses and loan transactions. All such transactions have been
conducted on an arm’s length basis, in accordance with the Companies Act and other applicable regulations
pertaining to the evaluation and approval of such transactions and have not been prejudicial to the interests of our
Company. All related party transactions that we may enter into post-listing, will be subject to an approval by our
Audit Committee, Board, or Shareholders, as required under the Companies Act and the SEBI Listing Regulations.
Such related party transactions in the future or any other future transactions may potentially involve conflicts of
interest which may be detrimental to the interest of our Company and we cannot assure you that such transactions,
individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have
an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

In June 30, 2024 and Fiscals 2024, 2023 and 2022, the aggregate amount of such related party transactions was ₹
67.17 million, ₹ 266.71 million, ₹ 222.17 million and ₹ 199.02 million, respectively. The percentage of the
aggregate value of such related party transactions to our total revenue from operations in June 30, 2024 and Fiscals
2024, 2023 and 2022 was 24.32%, 11.27%, 11.06% and 10.35%, respectively.

16. We are exposed to foreign currency fluctuation risks, particularly in relation to import of raw materials
which represented 5.68% of our revenue from operations for Fiscal 2024 and export of products and
services which represented 65.28% of our revenue from operations for Fiscal 2024 and we do not hedge
our foreign currency risk, which may adversely affect our results of operations, financial condition and
cash flows.

Our Company faces foreign exchange rate risk to the extent that our revenue, expenses, assets or liabilities are
denominated in a currency other than the Indian Rupee. Our Company’s financial statements are presented in
Indian Rupees. To a large extent, our revenue is influenced by the currencies in which we invoice our exports,
largely being the U.S. dollar and Euro.

Set forth below are details of our (i) expenditure on consumption of imported raw material, and (ii) revenue from
operations from sales located outside India, in each of the corresponding periods:

Three month period

ended on June 30, Fiscal 2024 Fiscal 2023 Fiscal 2022
2024
Percentage Percentage Percentage Percentage
Particulars
of revenue of revenue of revenue of revenue
(₹ (₹ (₹ (₹
from from from from
million) million) million) million)
operations operations operations operations
(%) (%) (%) (%)
Expenditure
on
consumption 32.58 11.80 134.37 5.68 108.81 5.42 106.16 5.52
of imported
raw material
Revenue
from
operations
194.50 70.42 1,544.65 65.28 1,436.62 71.52 1,271.24 66.13
from sales
located
outside India
For details on the exchange rates between the Indian Rupee and the U.S. dollar and Euro, see Certain Conventions,
Presentation of Financial, Industry and Market Data and Currency of Presentation – Exchange Rates” on page
16.”

43
Further, we do not hedge our foreign currency risk. As at June 30, 2024 and Fiscals 2024, 2023 and 2022, our
Company has ₹(12.04) million, ₹2.06 million, ₹211.99 million and ₹259.61 million of unhedged foreign currency
exposure (net in flow/(net out flow)).

17. Our business is subject to significant revenue concentration in the second half of a fiscal and we may not
be able to forecast our project schedule which could have an adverse effect on our cash flows, business,
results of operations and financial condition.

Our business experiences a significant concentration of revenue in the second half of a fiscal, with a substantial
portion of our annual revenue generated during this period. This uneven revenue distribution results in the second
half consistently contributing a significantly higher share of revenue compared to the first half. The following
table illustrates the percentage of revenue generated in the second half of the Fiscals 2024, 2023, and 2022:

(₹ in Millions)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Percentage of Percentage of Percentage of
Particulars
(₹ million) revenue from (₹ million) revenue from (₹ million) revenue from
operations (%) operations (%) operations (%)
Revenue from
Operations
during second 1,512.47 63.92% 1,294.62 64.45% 1,202.04 62.53%
half of the
Fiscal
Source: Certificate from the statutory auditor dated December 05, 2024 - UDIN: 24169252BKHZAF2150.

This revenue concentration in the second half of the fiscal poses challenges such as cash flow constraints,
inefficient resource allocation, and reduced profitability in the earlier part of the year. Additionally, this reliance
on the second half increases the risks associated with revenue forecasting, inventory management, and supply
chain coordination, potentially impacting our financial performance, revenues, and profitability.

18. Trademark “Mamata” is registered in the name of one of our Promoters, Mahendra Patel, and we are
dependent on our trademark licence agreements with him which also includes a clause for payment of
consideration of 1% of net sales to him in future subject to the shareholders approval. If the trademark
licence agreements are terminated, we may consequently lose access to our trade name ‘MAMATA’, which
could materially and adversely impact our business, results of operations and financial condition.

Our Company has executed a Trademark License Agreement dated June 29, 2021 with Mahendra Patel, our
Promoter, Chairman and Managing Director (the “Trademark License Agreement”) pursuant to which
Mahendra Patel has granted the Company a license to use the trademark in trademark registration no 2540739
related to our trade name ‘MAMATA’ for a specified period on a non-exclusive basis on payment of a
consideration of 1% of the net sales of the Company with effect from July 1, 2021. Such Agreement shall be valid
for a period of 10 years ending on June 30, 2028. Further, vide waiver letters dated March 23, 2022, April 1, 2022
and April 1, 2023, Mahendra Patel has waived the payment of the consideration of 1% of the net sales of the
Company till March 31, 2025.

Further, we have executed Supplementary Trademark License Agreement dated September 09, 2024 to Trademark
License Agreement dated June 29, 2021 for Trademark of “Mamata” wherein Mahendra Patel, our Promoter,
Chairman and Managing Director has agreed that no consideration of 1% of net sales as per original Trademark
License Agreement dated June 29, 2021 will be charged after March 31, 2025 and in case, he intends to charge
such consideration of 1% of the net sales of the Company in future, it will be subject to shareholders approval,
even if same is not required as per Companies Act, 2013, SEBI (LODR) Regulations, 2015 and any other
applicable rules and regulations.

We are dependent on our Promoter for access of trademark of the Company, If the trademark licence agreements
are terminated, we may consequently lose access to our trade name ‘MAMATA’ which could materially and
adversely impact our business, results of operations and financial condition.

19. The long useful life and high durability of machineries manufactured by our Company may lead to lower
sales potential moving forward.

44
The machines manufactured by us have high durability and the long useful life. Our machines have varied useful
life. Set forth below are details of estimated useful life of machineries manufactured and total number of machines
sold by our Company:

Total Number of Machines sold during

Three
months
Estimated Range
Particulars period Fiscal Fiscal Fiscal
of Useful Life
ended 2024 2023 2022
June 30,
2024
Plastic bag and pouch making
which include Side and bottom
seal bag makers, Universal
machines, Servo Wicketers,
Center seal and three side seal 7 to 10 years 34 232 209 231
pouch makers, Stand-up Zipper
& In-line spout makers and Vega
Plus and flat bottom pouch
making system
Co-Extrusion Blown Film
Machinery and Attachments
12 to 15 years - 3 5 6
which include Mono and 3-layer
film lines, 5- and 7-layer lines
Packaging Machinery which
includes HFFS Pouch Machines,
Pick-Fill-Seal (PFS) Machines,
10 to 12 years 2 21 7 9
Multi-Lane Sachet Packaging
Machine and Vertical Form Fill
Seal (VFFS) Machines
For further details about the types of machines manufactured by the Company kindly see page 186 of chapter
titled “Our Business”.

The estimated useful life of machineries manufactured by our Company is based on standard operating conditions
and typical usage. However, the actual useful life of each machine may vary depending on factors such as
frequency of use, maintenance practices, operating environment and specific customer applications. As such, the
longevity of the equipment can be influenced by the intensity and nature of its use.

Although we provide attachment and spares and after sales services which form part of our revenue from
operations but majority of our revenue from operations is derived from sales of Machines for plastic bag and
pouch making, Co-Extrusion Blown Film Machinery and Packaging Machinery which have high durability. Set
forth below are the details of number of machines sold in each of the corresponding periods:

Three month period ended For the Fiscal

Particulars
June 30, 2024
2024 2023 2022
Number of machines sold in India 26 161 129 136
Number of machines sold outside 10 95 92 110
India

As the useful life of machineries are higher, there may be a lower sales potential which can affect our business,
results of operations, financial condition, cash flows and prospects.

20. Our revenue from operations for the three month period ended June 30, 2024 and Fiscals 2024, 2023 and
2022 stood at ₹ 276.20 million, ₹2,366.11 million, ₹2,008.65 million and ₹1,922.47 million respectively.
Although our revenue from operations have been growing year on year, we cannot assure that the same
will continue for the upcoming fiscals.

45
Our total income has grown at a CAGR of 10.80 % from ₹ 1,965.68 million in Fiscal 2022 to ₹ 2,413.08 million
in Fiscal 2024. While we have showcased year on year growth in our revenue from operations, we currently do
not foresee any expansions plans, which could affect the growth of our revenue from operations for the upcoming
fiscals. This can create a stagnancy in revenue and growth of business operations of the Company and in turn can
affect our business, results of operations, financial condition, cash flows and prospects.

21. We rely on the continued operations of our manufacturing facilities and any slowdown, shutdown or
disruption in our manufacturing facilities may be caused by natural and other disasters causing
unforeseen damages which may lead to disruptions in our business and operations, which in turn could
have an adverse effect on our business, results of operations, financial condition and cash flows.

We operate two machine manufacturing facilities, one in India and one in the USA. In India, our manufacturing
facility is located on Sarkhej - Bavla Highway, Sanand, Ahmedabad, Gujarat, with a total area of about 20,662
square meters and an in-house electronic department, demo/exhibition centre and a fully equipped paint shop. Our
manufacturing facility in the USA is located in Bradenton, Florida, and it focuses on product applications, design
and development of machines, and customisation of the machines sold in the USA. Any significant social, political
or economic disruption or natural calamities or civil disruptions in these places or changes in the policies of the
states or local governments could require us to incur significant capital expenditure, change our business strategy
and may materially have an effect on our business, results of operations, financial condition and cash flows.

Our business is dependent upon our ability to manage our manufacturing facilities since almost all of our revenue
is generated from these facilities, which are subject to various operating risks, including political instability,
productivity of our workforce, compliance with regulatory requirements, difficulties with production costs and
yields, product quality and those beyond our control, such as the breakdown and failure of equipment or industrial
accidents, disruption in electrical power, severe weather conditions, natural disasters and an outbreak of infectious
diseases. We manufacture machines and equipment based on orders received. These orders require us to outsource
parts of the manufacturing and supply chain process to vendors, where we provide purely assembly functions.
There may also be varying levels of customisation in these machines. Therefore, calculation of installed or
registered capacity for machines and equipment we manufacture are not being meaningful and estimated. We have
installed over 4,500 machines in over 75 countries. For further details, please see “- Registered Capacity and
Capacity Utilization – Our Business” on page 198.

In addition, we depend on our suppliers, vendors and other partners to provide the necessary equipment and
services that we will need for our continuing operations. Our inability to continue to obtain equipment and enter
into contracts with our suppliers in a timely manner, or at all, could adversely affect our business and results of
operations. Our inability to effectively respond to any shutdown or slowdown and to rectify any disruption, in a
timely manner and at an acceptable cost, could lead to delays in the entire production cycle including assembly,
an inability to comply with our customers’ requirements and loss of revenue to us and our customers.

22. Our business is manpower intensive. Our business may be adversely affected by work stoppages, increased
wage demands by our employees, or increase in minimum wages across various states, inability to attract
or train skilled personnel and if we are unable to engage new employees at commercially attractive terms.

The success of our operations depends on availability of labour and maintaining a good relationship with our
workforce. Our success also depends on our ability to attract, hire, train and retain skilled workers. As of
September 30, 2024, we have 197 full-time employees on our payroll and all the 197 employees are employed in
India. Further, we have 16 employees in our Subsidiary Mamata Enterprises, Inc. Set forth below are details of
our employee benefits expense in each of the corresponding periods:

Particulars Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024
(₹ Percentage (₹ Percentage (₹ Percentage (₹ Percentage
million) of revenue million) of revenue million) of revenue million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Employee
benefits 92.34 33.43 438.00 18.51 399.14 19.87 367.82 19.13
expense*
*Including director renumeration

46
Although we have not experienced any interruption to our operations as a result of labour disputes in the recent
past, there can be no assurance that we will not experience any such disruption in the future as a result of disputes
or disagreements with our work force, which may adversely affect our ability to continue our business operations.
In addition, our business requires skilled personnel for the operation of machinery. While we train individuals to
cater to our internal manpower requirements, in the event we are unable to attract or adequately train skilled
labour, our operations may be adversely affected. Further, a significant increase in our employee attrition rate
could also result in decreased operational efficiencies and productivity, loss of market knowledge and customer
relationships, and an increase in recruitment and training costs, thereby materially and adversely affecting our
business, results of operations and financial condition.

Further, the minimum wage laws in India may be amended leading to upward revisions in the minimum wages
payable in one or more states in which we currently operate or are planning to expand to. We may need to increase
compensation and other benefits in order to attract and retain key personnel in the future and that may materially
affect our costs and profitability. We cannot assure you that as we continue to grow our business in the future, our
employee costs coupled with operating expenses will not significantly increase.

23. Our failure to keep our technical knowledge confidential could erode our competitive advantage.

We possess extensive technical knowledge about our products. Our technical knowledge is a significant
independent asset, which may not be adequately protected by intellectual property rights. Some of our technical
knowledge is protected only by secrecy. As a result, we cannot be certain that our technical knowledge will remain
confidential in the long run.

Certain proprietary knowledge may be leaked, either inadvertently or wilfully, at various stages of the production
process. A significant number of our employees have access to confidential design and product information and
there can be no assurance that this information will remain confidential. Moreover, certain of our employees may
leave us and join our various competitors. While we may enter into non-disclosure agreements with our suppliers,
there can be no assurance that such agreements will be successful in protecting our technical knowledge. The
potential damage from such disclosure is increased as certain of our designs and products are not patented, and
thus we may have no recourse against copies of our products and designs that enter the market subsequent to such
leakages. If the confidential technical information in respect of our products or business becomes available to
third parties or to the public, any competitive advantage we may have over our competitors could be harmed. If a
competitor is able to reproduce or otherwise capitalize on our technology, it may be difficult, expensive or
impossible for us to obtain necessary legal protection. Although, no instances have occurred in the past in relation
to proprietary knowledge leaks, which have had any material impact on our prospects, business and results of
operations in Fiscal 2022, 2023 and 2024 and three month period ended June 30, 2024, however there can be no
assurance that such instances will not occur in future. Consequently, any leakage of confidential technical
information could have a material adverse effect on our business, results of operations, financial condition and/or
prospects.

24. We appoint contract labour for carrying out certain of our ancillary operations and we may be held
responsible for paying the wages of such workers, if the independent contractors through whom such
workers are hired default on their obligations, and such obligations could have an adverse effect on our
results of operations, cash flows and financial condition.

In order to retain flexibility and control costs, we appoint independent contractors who in turn engage on-site
contract labour for performing certain of our ancillary operations, including, assisting in loading/ unloading works
and housekeeping activities. The numbers of contract labourers vary from time to time based on the nature and
extent of work contracted to independent contractors. As of September 30, 2024, we had 139 contract labourers.
Although we do not engage these labourers directly, we may be held responsible for any wage payments to be
made to such labourers in the event of default by independent contractors. All contract labourers engaged at our
facilities are assured minimum wages that are fixed by the state government from time to time.

Set forth below are details of our contract labourers’ expense in each of the corresponding periods:

47
 Particular Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
s ended June 30, 2024
(₹ Percentag (₹ Percentag (₹ Percentag (₹ Percentag
million e of million e of million e of million e of
) revenue ) revenue ) revenue ) revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Contract
9.08 3.29 42.01 1.78 28.37 1.41 24.06 1.25
labourer

Any upward revision of wages that may be required by the state government to be paid to such contract labourers,
or offer of permanent employment or the unavailability of the required number of contract labourers, may
adversely affect the business and future results of our operations.

25. Our revenue is dependent on the bag and pouch making machines segment of our business. Any downturn
in the bag and pouch making machines segment can adversely impact our business, results of operations,
cash flow and financial condition of our Company.

A large portion of our revenue during the three month period ended June 30, 2024 Fiscals 2024, 2023 and 2022
was derived from our bag and pouch making machine segment. Our revenue from bag and pouch making machines
during the three month period June 30, 2024, Fiscals 2024, 2023 and 2022 are set out below:

For the three month

period ended June Fiscal 2024 Fiscal 2023 Fiscal 2022
30, 2024
Revenue Revenue Revenue Revenue
from bag from bag from bag from bag
Particulars and and and and
As a % As a % As a % As a %
pouch pouch pouch pouch
of of of of
making making making making
revenue revenue revenue revenue
machines machines machines machines
(in ₹ (in ₹ (in ₹ (in ₹
million) million) million) million)
Bag and 106.19 38.45 1,500.46 63.41 1215.33 60.51 1284.64 66.82
pouch
making
machines

Our revenues from sales of products in the bag and pouch making machine segment may decline as a result of
increased competition, regulatory action, pricing pressures or fluctuations in the demand for or supply of our
products, and other factors beyond our control. If market growth in the bag and pouch making machine segment
decreases, market acceptance for our competitors’ products in these bag and pouch making machine segment
increases and results in substitution, or we have to lower the prices of our products in these bag and pouch making
machine segment, our revenue and/or profit margins may decline. This could adversely affect our business,
financial condition, results of operations and cash flows.

26. Our operations at our Manufacturing Facilities could be adversely affected by strikes, work stoppages or
increased wage demands by our employees or any other kind of disputes with our employees.

India has stringent labour legislations that protect the interests of workers, including legislation that sets forth
detailed procedures for the establishment of unions, dispute resolution and employee removal, and legislation that
imposes certain financial obligations on employers upon retrenchment. Our employees are not unionised.
However, in the event that employees seek to unionise, it may become difficult for us to maintain flexible labour
policies, which may increase our costs and adversely affect our business. We believe our employees and personnel
are critical to maintain our competitive position. Although we have not experienced any material labour unrest,
we cannot assure you that we will not experience disruptions in work or our operations due to disputes or other
problems with our work force, which may adversely affect our ability to continue our business operations. Any
labour unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities,
and, if not resolved in a timely manner, could lead to disruptions in our operations. These actions are very difficult

48
for us to predict or control and any such event could adversely affect our business, results of operations and
financial condition. A potential increase in the salary scale of our employees or amounts paid to our contract
manufacturers as a result of renegotiation or unrest, or a disruption in services from our employees or contract
manufacturers due to potential strikes, could adversely affect our business operations and financial condition.

27. Certain unsecured loans have been availed from Sharvil V Patel by our material subsidiary, Mamata
Enterprises Inc, which may be recalled by lenders at any time.

As on June 30, 2024, the total unsecured loans stood at ₹17.65 million. The unsecured loans taken by our Company
may be recalled by Sharvil V Patel at any time. These loan facilities were availed by our Company at interest of
10% p.a. Any failure to service such indebtedness, or otherwise perform any obligations under such financing
agreements may lead to a termination of one or more of our credit facilities or incur penalties and acceleration of
payments under such credit facilities, which may adversely affect our Company.

28. The Offer Price, market capitalization to total turnover and price to earnings ratio based on the Offer Price
of our Company, may not be indicative of the market price of the Equity Shares on listing or thereafter.

The Offer Price, market capitalization to total turnover and price to earnings ratio based on the Issue Price of our
Company, may not be indicative of the market value of the Equity Shares on listing or thereafter. Our total turnover
and restated profit after tax for the period ended March 31, 2024 was ₹ 2,366.11 million and ₹ 361.25 million
respectively, and our price to earnings for the period ending March 31, 2024 multiple is [●] times at the upper end
of the Price Band. Our market capitalization to total turnover for the fiscal ended March 31, 2024 multiple is [●]
times at the upper end of the Price Band. The table below provides details of our price to earnings ratio and market
value to total turnover.

Particulars Price to Earning Ratio* Market Value to Total Turnover*

Cap Price Floor Price Cap Price Floor Price
Fiscal ended March 31, 2024 [●] [●] [●] [●]
* To be updated at Prospectus Stage

The Offer Price of our Equity Shares is proposed to be determined on the basis of assessment of market demand
for the Equity Shares offered through the book-building process prescribed under the SEBI ICDR Regulations,
and certain quantitative and qualitative factors as set out in the section titled “Basis for Offer Price” beginning on
page 116 and the Offer Price, multiples and ratios may not be indicative of the market price of the Equity Shares
on listing or thereafter. Prior to the Offer, there has been no public market for our Equity Shares, and active trading
market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotations do not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the
Equity Shares. Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company, in
consultation with the BRLM, would not be based on a benchmark with our industry peers. The relevant financial
parameters based on which the Price Band would be determined, shall be disclosed in the advertisement that
would be issued for publication of the Price Band. The market price of the Equity Shares may be subject to
significant fluctuations in response to, among other factors, variations in our operating results, market conditions
specific to the industry we operate in, developments relating to India, announcements by third parties or
governmental entities of significant claims or proceedings against us, volatility in the securities markets in India
and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings
estimates by research publications, and changes in economic, legal and other regulatory factors.

29. We are expected to comply with quality requirements imposed by our customers and any product defect
issues or failure by us or our raw material suppliers to comply with quality standards may lead to the
cancellation of existing and future orders, recalls or warranty and exposure to potential product liability
claims.

We face an inherent business risk of exposure to product defects, quality complaints and subsequent liability
claims if the use of any of our products results in personal injury or property damage. We and our suppliers may
not be able to meet quality standards imposed by our customers and applicable to our manufacturing processes,
which could have a material adverse effect on our business, financial condition, results of operations and cash
flows.

If any of our products do not meet quality standards or are defective, we may be, inter alia, (i) responsible for
damages relating to any defective products, (ii) required to replace, recall or redesign such products or (iii) incur

49
significant costs to defend any such claims. We usually provide warranty against manufacturing defects on our
products. For example, warranty for manufacturing defects is provided for 18 months from the date of shipment
of machines, over components other than electrical/ electronic items. Any defect in our finished products, based
on quality of other specifications, may result in customers making a warranty claim.

There can be no assurance that we or our component suppliers comply or can continue to comply with all
regulatory requirements or the quality requirement standards of our customers. The longer useful life of some our
products makes it possible that latent defects might not appear for several years. There is no guarantee that any
future non-compliance with quality expectations and specifications set out by our customers will not result in a
material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

30. If we are unable to accurately forecast customer demand for our products, we may not be able to maintain
optimum inventory levels resulting in additional strain on our resources.

While we manufacture a significant portion of our products for sale based on confirmed orders under direct
contractual arrangements, we determine the quantities manufactured for sales on the basis of orders received and
management estimates based on historic trends and demand data and our forecasts provided to us by our marketing
and sales network, which is used to extrapolate expected future sales pattern.

Our future earnings through the sale of our products may not be realized as forecasted, due to cancellations or
modifications of firm orders or our failure to accurately prepare demand forecasts. If we are unable to
appropriately estimate the demand for our products for any reason, it could result in excess inventory levels or
unavailability of our products during increased demand, resulting in below potential sales. Our ability to
accurately forecast customer demand for our products is affected by various factors, including:

• a substantial increase or decrease in the demand for our products or for similar offerings of our
competitors;
• changes in customer requirements;
• aggressive pricing strategies employed by our competitors;
• failure to accurately forecast or changes in customer acceptance of our products;
• limited historical demand and sales data for our products in newer markets;
• fluctuations in foreign currency; and
• weakening of general economic conditions or customer confidence that could reduce the sale of our
offerings.

Inventory levels of parts and components that exceed requirement for manufacturing of machines as per customer
demand may result in inventory write-downs or write-offs or we may be required to sell our excess inventory at
discounted prices, which will adversely affect our gross margins and negatively impact our reputation and brand
exclusivity. On the other hand, if we face demand in excess of our ability to manage our supply chain efficiently,
we may not be able to adequately respond to the demand for our products. This could result in delays in delivery
of our products to our customers and we may suffer damage to our reputation and customer relationships. In
addition, our customers may be driven to purchase products offered by our competitors, thereby affecting our
market share. There can be no assurance that we will be able to manage our inventories at optimum levels to
successfully respond to customer demand.

31. If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary
rights, our business, results of operation and financial condition could be materially harmed.

Our future success depends, in part, on our ability to protect our intellectual property and other proprietary rights
that we may develop. We rely primarily on patents to protect our intellectual property and other proprietary rights.
However, patent applications may be rejected and in any event patent protection does not prevent competitors
from developing equivalent or superior products without violating our intellectual property rights.

Moreover, our intellectual property rights may be challenged by third parties and, should we not prevail, we may
be required to give or obtain licences, cease the production of a product, transfer the intellectual property rights
or be liable for significant damages. Accordingly, despite our efforts, we may be unable to prevent third parties
from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology.
Litigation may be necessary to protect our brand and to enforce our intellectual property rights, or to defend
against claims by third parties that our business operations or use of our intellectual property infringe their
intellectual property rights.

50
If we fail to protect our intellectual property and other proprietary rights, then our business, results of operation
and financial condition could be materially harmed. In addition, any litigation or claims, with or without merit,
could be time consuming and expensive, and could divert our management’s attention away from the execution
of our business plan. We had been granted a patent for an invention entitled “Machine and Method for
Manufacturing Plastic Pouches” (granted in India, USA, Japan, and EU), a patent for an invention entitled “A
Machine and A Method to Produce Plastic Bag”(granted in India), a patent for an invention entitled “Multi-
Purpose Sealing Module For Plastic Film Based Bags And Pouches Making Machine” (granted in India) and
a patent for “Cross Sealing Device” (granted in India). Further, as on the date of this Red Herring Prospectus, we
have applied for 2 patents, for cross sealing device (applied in Canada, EU, USA) and multi-purpose sealing
module for plastic film-based bags and pouches making machine (applied in USA) that are currently pending for
approval. For details see the section entitled “Government and Other Approvals” on page 359.

32. Improper storage, processing and handling of materials and products may cause damage to our inventory
leading to an adverse effect on our business, results of operations and cash flows.

Our inventory primarily consists of materials, parts and components used in our manufacturing operations, and
work-in-process or machines under assembling stage. Our materials, manufacturing processes and finished
products are susceptible to damage if not appropriately stored, handled and processed, which may affect the
quality of the finished product. In the event such damage is detected at the manufacturing facility during quality
checks, we may have to suspend manufacturing activities, and lower capacity utilizations, which could materially
and adversely affect our business prospects and financial performance. Although, no instances improper storage,
processing and handling of materials and products in the past which may cause damage to our inventory or have
had any material impact on our prospects, business and results of operations in Fiscal 2022, 2023 and 2024 and
three month period ended June 30, 2024, however there can be no assurance that such instances will not occur in
future. Improper storage may also result in higher than usual damage to our inventory due to adverse weather
conditions or longer than usual storage periods, which may also require us to incur additional expenses in replacing
that portion of the inventory and/ or incur additional expenses in maintenance and improvement of our storage
infrastructure, which may adversely affect our profit margin.

33. We may be exposed to counterparty credit risk in certain cases and any delay in receiving payments or
non-receipt of payments may adversely impact our results of operations.

Our machines and equipment are largely sold against advance payment or secured by letters of credit or bank
guarantees. Other than these, in some instances, our operations involve extending credit to some of our customers
in respect of sale of our products and consequently, we face the risk of the uncertainty regarding the receipt of
these outstanding amounts. Consequently, we face the risk of the uncertainty regarding the receipt of these
outstanding amounts. For three-month period ended on June 30, 2024 and Fiscal 2024, Fiscal 2023 and Fiscal
2022, our trade receivables were ₹211.38 million, ₹372.81 million, ₹175.95 million and ₹163.27 million,
respectively. There is no assurance that we will accurately assess the creditworthiness of our customers. Further,
macro-economic conditions which are beyond our control, such as a potential credit crisis in the global financial
system, could also result in financial difficulties for our customers, including limited access to the credit markets,
insolvency or bankruptcy. Such conditions could cause our customers to delay payment, request modifications of
their payment terms, or default on their payment obligations to us, all of which could increase our receivables.
Timely collection of dues from customers also depends on our ability to complete our contractual commitments
and subsequently bill for and collect from our clients. If we are unable to meet our contractual obligations, we
may experience delays in the collection of, or be unable to collect, our customer balances, which could adversely
affect our results of operations and cash flows, see “Restated Consolidated Financial Information” on page 248.

34. If we are unable to maintain and enhance our brand, the sales of our products will suffer, which would
have a material adverse effect on our results of operations.

We offer comprehensive range of products serving the entire flexible packaging market value chain and sell our
machines under the brands “Vega” and “Win”. Our brand visibility enhanced by our extensive participation in
large domestic and international converting and packaging exhibitions wherein we demonstrate the usages of our
machineries. We believe that our brand plays a significant role in the success of our business and sustaining
customer loyalty. The ability to differentiate our brand and products from that of our competitors through our
promotional, marketing and advertising initiatives is an important factor in attracting customers. Set forth below
are details of our advertising and marketing expenses in each of the corresponding periods:

51
 Particulars Three month period Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, 2024
(₹ Percentage (₹ Percentage (₹ Percentage (₹ Percentage
million) of revenue million) of revenue million) of revenue million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Expenses
towards
domestic and
international
3.29 1.19 82.60 3.49 79.43 3.95 15.35 0.80
converting
and
packaging
exhibitions

There can be no assurance that our brand name will not be adversely affected in the future by actions that are
beyond our control including customer complaints or adverse publicity from any other source in India and abroad.
Any damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on
our reputation, competitive position in India and abroad, business, financial condition, results of operations and
cash flows.

Maintaining and enhancing our brand image may also require us to undertake significant expenditures and make
investments in areas such as design and development, advertising and marketing, through media and other
channels of publicity, participating in large domestic and international converting and packaging exhibitions, and
towards employee development and training. If our initiatives in any of these areas are not effectively implemented
or our products fail to find acceptance with our existing and potential customers resulting in loss of customer
confidence in our brand for any reason, our ability to attract and retain customers could be adversely affected.

35. We are dependent on a number of key personnel, including our Promoters and senior management, and
the loss of, or our inability to hire, retain, train, and motivate qualified personnel could adversely affect
our business, results of operations and financial condition.

Our ability to compete in the highly competitive industry for manufacturing machinery for plastic film-based
flexible packaging industry depends upon our ability to attract, motivate, and retain qualified personnel. We are
dependent on the continued contributions of our Chairman and Managing Director, Mahendra Patel, our Joint
Managing Director, Chandrakant Patel and our Chief Executive Officer, Apurva Kane who are actively involved
in the business operations of our Company, and who have been instrumental in managing our rapidly expanding
operations, implementing strategic marketing and business initiatives, and focusing on financial performance. We
believe that the inputs and experience of our senior management and key managerial personnel are valuable for
the growth and development of business and operations and the strategic directions taken by our Company. We
cannot assure you that we will be able to retain these executives or find adequate replacements in a timely manner,
or at all. For further details, see “Our Management” and “Our Promoters and Promoter Group” on pages 215 and
237, respectively. The continued operations and growth of our business is dependent upon our ability to attract
and retain our key personnel. Competition for qualified personnel with relevant industry expertise in India is
intense. A loss of the services of our key personnel may adversely affect our business, results of operations, cash
flows and financial condition.

Our business has a continuing need to attract large numbers of skilled personnel to support the growth of our
business. However, there can be no assurance that these executives will stay on beyond the period of their contract.
To the extent that the demand for experienced personnel exceeds supply, we could experience higher labour,
recruiting, or training costs in order to attract and retain such employees, or could experience difficulties in
performing our obligations under our contracts, if our needs are not met. To the extent we lose our experienced
employees, in-particular engineers, through attrition, we will need to find ways to successfully manage the transfer
of critical knowledge from individuals leaving us to their replacements. Our attrition rate (calculated as a
percentage of total manpower strength) was 9.60 %, 4.48 %, 10.11% and 1.02 % respectively, in 2022, 2023, 2024
and September 30, 2024, respectively. We could also lose technology/know-how to competitors if they manage
to attract our employees.

However, there can be no assurance that we may be able to find immediate replacements or suitable replacements
if at all, which could have an impact on our ongoing programs. In addition, although we believe we incentivise
our employees by offering remuneration in line with market standards and a conducive working environment, to

52
the extent that we are unable to attract, develop, retain, and protect leadership talent successfully, we could
experience business disruptions and this could impair our ability to achieve business objectives.

36. We may face difficulties in executing our strategies including our growth plans.

Our growth strategy includes expanding our existing business in our co-extrusion blown films machineries and
film converting machineries, pouch and bag making machineries and attachments from niche markets to large
addressable markets which have been approved by the Board of Directors of the Company on June 21, 2024. We
cannot assure you that our growth strategies will be successful in a timely manner or at all or that we will be able
to continue to expand further or diversify our product portfolio.

We have experienced growth in the past three years. Our total income has grown at a CAGR of 10.80% from ₹
1,965.68 million in Fiscal 2022 to ₹ 2,413.08 million in Fiscal 2024. Our operations have grown over the last few
Fiscals. We may not be able to sustain our rates of growth, due to a variety of reasons including a decline in the
demand for our products and services, increased price competition, non-availability of raw materials, lack of
management availability or a general slowdown in the economy. A failure to sustain our growth may have an
adverse effect on our business, results of operations and financial condition. Our growth strategy will place
significant demands on our management as well as our financial, accounting and operating systems. If we are
unable to increase our production capacity in line with our customer requirements, we may not be able to
successfully execute our growth strategy. Further, as we scale-up and diversify our operations, we may not be
able to execute our operations efficiently, which may result in delays, increased costs and lower quality products.
We cannot assure you that our future performance or growth strategy will be successful. Any of our current or
future horizontal and/or vertical integration related strategies may not be executed as planned on account of factors
such as lack of adequate experience, increase in competition from peers, amongst others.

37. Our reliance on third parties for certain aspects of our business, including raw material suppliers,
transporters of our raw materials and products and logistics, exposes us to certain risks.

We rely on third parties for the supply of raw materials, components for our machinery, contract labour and power
required for the manufacture of our products, as well as for performance of certain processes and services carried
out at our manufacturing, assembly, and office premises including waste management and facility management
functions. Our ability to identify and build relationships with reliable vendors worldwide contributes to our growth
and our successful management of our inventory as well as other aspects of our operations. Although we have an
in-house vendor rating process, we cannot assure you that this process entirely eliminates the risk of unreliable
vendors. Our raw material and component suppliers may fail to consistently deliver products of acceptable quality
and within stipulated schedules, or the contractors to whom we have outsourced certain processes and services at
our manufacturing or office premises may not fulfil specified performance standards, which may adversely affect
our operations. We do not have any formal arrangements/ agreements with such third party vendors. We may be
required to replace a vendor if its products or services do not meet our safety, quality or performance standards or
if a vendor should unexpectedly discontinue operations due to reasons beyond its or our control (including
financing constraints caused by credit market conditions). Although, no instances have occurred in the past, which
have had any material impact on our prospects, business and results of operations in Fiscal 2022, 2023 and 2024
and three month period ended June 30, 2024 however there can be no assurance that such instances will not occur
in future. The contribution of top suppliers in our material purchase is as follows:

Three
As of and for the Fiscal
month
Particulars period
ended June 2024 2023 2022
30, 2024
Contribution to purchase material of top suppliers
Top 1 Supplier (%) 4.50 6.39 6.20 4.76
Top 3 Suppliers (%) 13.01 13.66 13.39 12.33
Top 5 Suppliers (%) 19.16 18.28 19.09 18.17
Top 10 Suppliers (%) 28.28 26.36 28.30 29.35

Factors such as the financial instability of suppliers, vendors’ non-compliance with applicable laws, trade
restrictions, labour disputes, currency fluctuations, changes in tariff or import policies, severe weather, political

53
uncertainty, terrorist attacks and transport capacity and cost may disrupt our supply chains, which may result in
increased costs or delivery delays. Further, increase in competition and/or our competitors having established
operations and long-term relationships with suppliers may see us facing challenges to secure adequate supply of
raw materials or may increase our overall cost of raw materials. Therefore, there is no assurance that third party
suppliers will be able to meet their contractual commitments to us, or that we will not be required to incur
additional costs to remedy any deficiencies in their services or to obtain alternative sources of supply in the event
that our contracted suppliers should default or be delayed in their performance. A significant disruption in supply
of raw material, contract labour, power or third party services may, in turn, disrupt our operations and adversely
affect our inventory management, business and financial condition, at least until alternative sources of supply of
goods and services are arranged.

We also use, and intend to continue to use, third party transporters for transporting our personnel to the
manufacturing units, for the supply of our raw materials and for deliveries of our products to our customers.
Increased transportation costs as well as interruptions due to strikes by members of truckers’ unions or shipping
delays or adverse weather conditions or inadequate transport infrastructure may, to the extent that our losses are
not covered by insurance, adversely affect the timely receipt of our raw materials as well as products, resulting in
an adverse impact on our business, financial condition, results of operations and prospects.

38. We operate in a highly competitive industry. We also face competition from both organized and
unorganized players. Our failure to compete effectively could have a negative impact on the success of our
business and/or impact our margins.

Our industry is competitive, and we expect that competition will continue to increase. Our competitors include a
number of organized and unorganized players. Consumers who purchase our products through us have other
alternatives, and sellers have other channels to reach consumers.

Our major Indian competitors are Windsor Machines Limited, Rajoo Engineering Limited, Kabra Extrusion
Technics Limited, Nichrome India Limited, XL Plastics and Galaxy PackTech Private Limited. Our major
International competitors are Windmöller & Hölscher, Reifenhäuser GmbH & Co. KG Machine factory, Macchi
S.p.A., Totani Corporation, Bartelt Packaging, LLC, Bossar (SIG) and Hudson Sharp.

Our competitors may offer products that we do not offer and which may be more attractive and devote more
resources to marketing and promotional campaigns. In addition, competitors may innovate faster and more
efficiently, and new technologies may increase competitive pressures by enabling competitors to offer more
efficient or lower-cost products direct to the consumer. If we are unable to change our offerings in ways that
reflect the changing demands our business, financial condition, cash flows and results of operations would be
adversely affected.

39. If we are unable to maintain the Average Turnaround time for products our sales, our business, results of
operations, cash flows and financial condition may be adversely affected.

The success of our business depends upon our ability to anticipate and forecast consumer demand and trends.
Although we have not faced any instances of any errors in our forecast in the past, but any such in our forecast
could result in either surplus stock, which we may be unable to sell in a timely manner, or at all, or under-stocking,
which will affect our ability to meet consumer demand. Our forecast consumer demand and trends are based on
sales of our product on previous years. Ensuring availability of our products requires prompt turnaround time.
Typically, turnaround time for our products is 10-40 weeks for Bag & Pouch making machines, 20-44 weeks for
Blown film extrusion machines and 20-36 weeks for Packaging machines.

If we fail to maintain our turnaround time, our sales, our business, results of operations, cash flows and financial
condition may be adversely affected.

40. Pricing pressure from customers may affect our gross margin, profitability and ability to increase our
prices, which in turn may materially adversely affect our business, results of operations and financial
condition.

Pursuing cost-cutting measures while maintaining rigorous quality standards may lead to an erosion of our
margins, which may have a material adverse effect on our business, results of operations and financial condition.
In addition, estimating amounts of such price reductions is subject to risk and uncertainties, as any price reduction
is the result of negotiations and other factors. Accordingly, machinery manufacturing companies like us must be

54
able to reduce their operating costs in order to maintain profitability. Such price reductions may affect our sales
and profit margins. If we are unable to offset customer price reductions in the future through improved operating
efficiencies, new manufacturing processes, sourcing alternatives and other cost reduction initiatives, our business,
results of operations and financial condition may be materially adversely affected. Our customers also negotiate
for larger discounts in price as the volume of their orders increases. To maintain our profit margins, we seek price
reductions from our suppliers, improved production processes to increase manufacturing efficiency and
streamlined product designs to reduce costs. There can be no assurance that we will be able to avoid future
customer price reductions or offset the impact of any such price reductions through continued technology
improvements, improved operational efficiencies, cost-effective sourcing alternatives, new manufacturing
processes, cost reductions or other productivity initiatives, which may adversely affect our business, financial
condition and results of operations.

41. There are certain risks including weaknesses such as Dependence on Raw Materials, Rapid Changes in
Technology and Costly Skilled Manpower and threats such as Global Competition, Raw Material Price
Fluctuation and Environmental Issues in the Indian packaging machinery industry.

There are risks including weaknesses and threats in the Indian packaging machinery industry. The weakness
includes (i) Dependence on Raw Materials: Heavy reliance on specific raw materials exposes the industry to
supply chain vulnerabilities and price fluctuations. Diversification of sourcing strategies and exploring alternative
materials can mitigate these risks and enhance resilience; (ii) Rapid Changes in Technology: The rapid pace of
technological advancements poses a challenge for companies that may struggle to keep up. Continuous investment
in research and development, along with strategic partnerships, is essential to stay at the forefront of technological
innovation; and (iii) Costly Skilled Manpower: The need for skilled manpower at a high cost can impact overall
operational expenses. Companies should invest in training programs, technology adoption for process efficiency,
and strategic workforce planning to mitigate this weakness.

The threats include (i) Global Competition: Intense global competition requires Indian manufacturers to
continuously innovate and offer cost-effective solutions. The presence of established global players necessitates
a strategic approach to maintain competitiveness and market share; (ii) Raw Material Price Fluctuation:
Fluctuations in raw material prices can impact manufacturing costs and profit margins. Adopting agile
procurement strategies, negotiating long-term contracts, and exploring alternative materials can help mitigate the
impact of price fluctuations and (iii) Environmental Issues: Increasing environmental concerns and regulations
pose a threat to traditional packaging practices. Companies need to proactively address environmental issues by
developing eco-friendly solutions, recycling initiatives, and adopting sustainable manufacturing practices to align
with changing consumer preferences and regulations.

We may be affected by the weakness and threats of the Indian packaging industry and our business, financial
condition, cash flows and results of operations may be adversely affected.

42. We rely on a robust after-sales service network to redress customer grievances. Non-performance or
underperformance of our after-sales service network could significantly harm our reputation.

We have a sales office at our registered office, which also performs sales and marketing functions in India and
sales and after sales service and product application centre at Bradenton, Florida and Montgomery, Illinois. The
locations of our sales offices are determined based on geographical proximity to our key markets. Our distribution
and sales network is also backed by an after-sales service team of employees who provide our customers with
access to maintenance services and spare parts, and respond to a majority of customer grievances within 24 hours
of such grievances being raised. We have also placed emphasis on our need to retain a robust customer service
team to redress customer grievances.

Details of our employees employed for sales and marketing functions is given below:

Particulars Sales and Marketing

Employees in India (As on September 30, 2024) 19
Employees in USA (in our Subsidiary Mamata
6
Enterprises, Inc.) (As on September 30, 2024)
Average No. of complaints handled in India on
monthly basis (from April 01, 2023 to September 129
30)

55
 Particulars Sales and Marketing
Average No. of complaints handled in USA on
monthly basis (from April 01, 2023 to September 3
30)
No. of complaints handled in India on yearly basis
1549
(from April 01, 2023 to March 31, 2024)
No. of complaints handled in USA on yearly basis
26
(from April 01, 2023 to March 31, 2024)
Number of complaints are rounded off to the nearest integer

We cannot assure you that our customer service team will continue to have a consistent rate of good performance.
Further, if we are unable to resolve customer grievances in an adequate or timely manner, or if we are unable to
retain a good customer service team, it could have an adverse effect on our business, results of operations, and
financial condition, and damage our reputation and relationships with our customers. This could also cause a
reputational harm to us in the industry, leading to a lesser sale of our products.

43. We may lose existing accreditations, fail to obtain accreditations for facilities for which we have made
applications, or fail to renew our accreditations if we are not able to maintain or meet evolving
accreditation standards.

Our manufacturing facility at Sarkhej - Bavla Highway, Sanand, Ahmedabad, Gujarat, is also certified for
international quality management systems ISO 9001:2015 for the design, manufacture, installation and service of
(i) Plastic bag-making machines & their attachments; (ii) Pouch making machines & their attachments; and (iii)
Sachet packaging machines & their attachments, which ensures high-quality standards are maintained. our
manufacturing facilities having the necessary technology and infrastructure to engage in the manufacture of grain
processing equipment and provide our ancillary product offerings. Our delivery of consistent high quality of
products has led to receive various awards and accolades including the The Best Plastics and Polymers Brands
Award by Economic Times for five consecutive years from 2019 to 2022. For further details, see “History and
Certain Corporate Matters – Awards and Accreditations” on page 209. Our ability to obtain and retain our
accreditations depends on the standards and protocols we are required to maintain by the accrediting body.
Although, no instances have occurred in past wherein we have lost existing accreditations, fail to obtain
accreditations for facilities for which we have made applications, or fail to renew our accreditations and which
have had any material impact on our prospects , business and results of operations in Fiscal 2022, 2023 and 2024
and three month period ended June 30, 2024, however there can be no assurance that such instances will not occur
in future. We may also be required to progressively achieve better standards and meet stricter requirements if
norms for accreditation are revised, and we may not be able to meet such standards. We may face reputational
risk if our accreditations are either withdrawn or not renewed. Any such action may adversely affect our revenue,
prospects and results of operations.

44. If we experience insufficient cash flows to fund our working capital requirements or if we are not able to
provide collateral to obtain letters of credit and bank guarantees in sufficient quantities, there may be an
adverse effect on our business, cash flows and results of operation.

Our business requires working capital including in connection with our manufacturing operations and our
development of new products. The actual amount of our future capital requirements may differ from estimates as
a result of, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes,
economic conditions, technological changes and additional market developments.

The details of working capital of our company is provided as below:

(₹ in millions)
Particulars As at June 30, As at 31 March As at 31 March As at 31 March
2024 2024 2023 2022
Current asset 1,326.57 1,211.58 992.35 1,056.13
Current Liabilities 1,032.56 1,004.16 962.22 1,065.32
Net working capital 294.01 207.42 30.13 (9.19)

Our sources of additional financing, where required to meet our working capital needs, may include the incurrence
of debt, the issue of equity or debt securities or a combination of both. If we decide to raise additional funds

56
through the incurrence of debt and increase in rate of interest for any reason whatsoever, our interest and debt
repayment obligations will increase, which may have a significant effect on our profitability and cash flows. We
may also become subject to additional covenants, which could limit our ability to access cash flows from
operations and undertake certain types of transactions. Any issuance of equity, on the other hand, would result in
a dilution of the shareholding of existing shareholders.

In many cases, a significant amount of our working capital is required to finance the purchase of raw materials
and the development and manufacturing of products before payment is received from customers. Our working
capital requirements may increase if the payment terms in our agreements with our customers include reduced
advance payments or longer payment schedules. These factors may result in increases in the amount of our
receivables and may result in increases in any future short-term borrowings. Continued increases in our working
capital requirements may have an adverse effect on our results of operations, cash flows and financial condition.

45. Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Managerial Personnel
may have interests other than reimbursement of expenses incurred and normal remuneration or benefits.

Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Managerial Personnel are
interested in our Company, in addition to regular remuneration or benefits and reimbursement of expenses and
such interests are to the extent of their, their relatives and their company’s shareholding in our Company, payment
of dividend or distributions thereon. For the payments that are made by our Company to related parties including
remuneration to our Directors, Key Managerial Personnel and Senior Managerial Personnel, see “Summary of the
Offer Document– Summary of Related Party Transactions” on page 26 and “Our Promoter and Promoter Group
– Interests of our Promoters and Related Party Transactions” on page 240. We cannot assure you that our
Promoters, Directors and Key Managerial Personnel will exercise their rights to the benefit and best interest of
our Company. As Shareholders of our Company, our Promoters, Directors, Key Managerial Personnel and Senior
Managerial Personnel, may take or block actions with respect to our business which may conflict with the interests
of the minority shareholders of our Company.

46. Our contingent liabilities could adversely affect our financial condition if they materialise.

As per our Restated Consolidated Financial Information, as at June 30, 2024, our contingent liabilities, as per Ind
AS 37 - provisions, contingent liabilities and contingent assets, that have not been provided for are as set out in
the table below:
(In ₹ million)
Particulars As at June 30, 2024
Claim against company not acknowledged as debt tax matters in dispute under 3.00
appeal
Bank guarantees for performance, earnest money and security deposits 16.67

If any of these contingent liabilities materialises, our results of operations and financial condition may be adversely
affected. See “Financial Statements” on page 248.

47. Our ability to pay dividends in the future will depend on our future cash flows, working capital
requirements, capital expenditures and financial condition.

Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board of
Directors and approved by its Shareholders, at their discretion, subject to the provisions of the Articles of
Association and applicable law, including the Companies Act. While we have paid dividends in the past, details
of the dividend paid in the past three fiscal is as follows:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Face Value of Equity Share (per
10.00 100.00 100.00
share) (₹)
Final Dividend on each Equity Share
0.50 5.00 5.00
(₹)

Our Company’s ability to pay dividends in the future will depend upon our future results of operations, financial
condition, cash flows, sufficient profitability, working capital requirements and capital expenditure requirements.
We cannot assure you that we will generate sufficient revenues to cover our operating expenses and, as such, have

57
profits to pay dividends to our Company’s shareholders in future. For details pertaining to dividend declared by
our Company in the past, see “Dividend Policy” on page 247.

48. Failure or disruption of our IT systems may adversely affect our business, financial condition, results of
operations and prospects.

We have implemented various IT systems which covers key areas of our operations, procurement, inventory, sales
and dispatch and accounting. For instance, we implemented in-house ERP software and Tally which encompasses
all materials management, including procurement, bill of material, inventory, finance and accounts and sales order
and invoicing management. We significantly rely on our IT systems for the timely supply of our products to
customers.

Further, unavailability of, or failure to retain, well trained employees capable of constantly servicing our IT
systems may lead to inefficiency or disruption of IT systems thereby adversely affecting our ability to operate
efficiently. Any failure or disruption in the operation of these systems or the loss of data due to such failure or
disruption (including due to human error or sabotage) may affect our ability to plan, track, record and analyse
work in progress and sales, process financial information, meet business objectives based on IT initiatives such
as product life cycle management, manage our creditors, debtors, manage payables and inventory or otherwise
conduct our normal business operations, which may increase our costs and otherwise materially adversely affect
our business, financial condition, results of operations and prospects.

49. Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely
manner, or at all, may adversely affect our business, financial condition, cash flows and results of
operations.

We are required to obtain, renew and maintain certain approvals, registrations, permissions and licenses from
regulatory authorities, to carry out / undertake our operations. These approvals, licenses, registrations and
permissions may be subject to numerous conditions. If we fail to obtain and maintain some or all of these approvals
or licenses, or renewals thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or
it is claimed that we have breached any such conditions, our license or permission for carrying on a particular
activity may be suspended or cancelled and we may not be able to carry on such activity, which could adversely
affect our business, results of operations, cash flows and financial condition. See “Government and Other
Approvals” on page 359.

50. Pursuant to listing of the Equity shares, we may be subject to pre-emptive surveillance measures like
additional Surveillance Measures (“ASM”) and Graded surveillance Measures (“GSM”) by the Stock
Exchanges in the order to enhance market integrity and safeguard the interest of the investors.

On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the
Securities and Exchange Board of India. These measures have been introduced in order to enhance market
integrity and safeguard the interest of investors and to alert and advise investors to be extra cautious and carry out
necessary due diligence while dealing in such securities.

The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is based on an objective
criterion as jointly decided by SEBI and the Stock Exchange(s) which include market based dynamic parameters
such as high low variations, client concentration, close to close price variation, market capitalization, volume
variation, delivery percentage, number of unique PAN’s and price to equity ratio. A scrip is typically subjected
GSM measures where there is an abnormal price rise that is not commensurate with the financial heath and
fundamentals of a company which inter alia includes factors like earnings, book value, fixed assets and net worth
to the equity ratio etc. The price of our equity shares may also fluctuate after the offer due to several factors such
as volatility in the Indian and global securities market, our profitability and performance, the performance of our
competitors, change in the estimates of our performance or any other political or economic factor. The occurrence
of any of the above-mentioned factors may trigger the parameters identified by SEBI and the Stock Exchange(s)
for the placing securities under the GSM and ASM framework. In the event of our Equity Shares are covered
under such pre-emptive surveillance measures implemented by SEBI and the Stock Exchange(s), we may be
subject to certain additional restrictions in the relation to trading of our Equity Shares such as limiting trading
frequency (for example trading either allowed in a week or a month) higher margin requirements of settlement on
a trade for trade basis without netting off requirement of settlement on gross basis or freezing price on upper side
of trading which may have an adverse effect on the market price of our Equity Shares or may in general cause

58
disruptions in the development of an active market for and trading and liquidity of our Equity Shares and on the
reputation and conditions of our Company.

For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting and
review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among other
details, refer to the websites of the NSE and the BSE.

51. We have in this Red Herring Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance. These non-GAAP measures and
industry measures may vary from any standard methodology that is applicable across the industry in which
we operate, and therefore may not be comparable with financial or industry related statistical information
of similar nomenclature computed and presented by other companies.

Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial
performance have been included in this Red Herring Prospectus. We compute and disclose such non-GAAP
financial measures and such other industry related statistical information relating to our operations and financial
performance as we consider such information to be useful measures of our business and financial performance,
and because such measures are frequently used by securities analysts, investors and others to evaluate the
operational performance of the industry in which we operate, many of which provide such non- GAAP financial
measures and other industry related statistical and operational information. Such supplemental financial and
operational information is therefore of limited utility as an analytical tool, and investors are cautioned against
considering such information either in isolation or as a substitute for an analysis of our audited financial statements
as reported under applicable accounting standards disclosed elsewhere in this Red Herring Prospectus.

These non-GAAP financial measures and such other industry related statistical and other information relating to
our operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to financial measures and industry related
statistical information of similar nomenclature that may be computed and presented by other companies. For
further information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Non-GAAP Measures” on page 319.

52. This Red Herring Prospectus contains information from industry sources including the industry report
commissioned from Dun & Bradstreet on “Flexible Packaging Machinery” (the “D&B Report”).
Prospective investors are advised not to place undue reliance on such information.

This Red Herring Prospectus includes information derived from third party industry sources and from a report
dated December, 2024, titled “Flexible Packaging Machinery” prepared by Dun & Bradstreet (the “D&B
Report”) pursuant to an engagement with our Company. We commissioned the D&B Report. Neither we, nor the
Promoters, nor Directors, nor any of the BRLM, nor any other person connected with the Offer has verified the
information in the D&B Report and other information under “Industry Overview” on page 135. Moreover, the
industry sources including the D&B Report contains certain industry and market data, based on certain
assumptions. Further, the reports use certain methodologies for market sizing and forecasting. There are no
standard data gathering methodologies in the markets in which we operate, and methodologies and assumptions
vary widely among different industry sources. Such assumptions may change based on various factors.

We cannot assure you that such assumptions are correct or will not change and, accordingly, our position in the
market may differ from that presented in this Red Herring Prospectus. Further, the D&B Report or any other
industry data or sources are not recommendations to invest in our Company. Prospective investors are advised not
to place undue reliance on the D&B Report or extracts thereof as included in this Red Herring Prospectus, when
making their investment decisions. See “Certain Conventions, Use of Financial Information and Market Data
and Currency of Presentation” and “Industry Overview” on pages 16 and 135, respectively.

External Risk Factors

53. You may not be able to immediately sell any of the Equity Shares you subscribe to in this Offer on an
Indian Stock Exchange.

The Equity Shares are proposed to be listed on the Stock Exchanges. Pursuant to Indian laws and regulations,
certain actions must be completed before the Equity Shares can be listed and commence trading, including the
crediting of Equity Shares in the investor’s demat accounts within the timeline specified under applicable law.

59
Further, in accordance with Indian law, permission for listing and trading of the Equity Shares will not be granted
until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares
pursuant to this Offer. The Allotment of Equity Shares in the Offer and the credit of Equity Shares to the investor’s
demat account with the relevant depository participant and listing is expected to be completed within the period
as may be prescribed under applicable law. Any failure or delay in obtaining the approvals or otherwise commence
trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. Our Company
cannot assure you that the Equity Shares will be credited to investor’s demat accounts, or that trading in the Equity
Shares will commence, within the prescribed time periods or at all which could restrict your ability to dispose of
the Equity Shares. We could also be required to pay interest at the applicable rates if allotment is not made, refund
orders are not dispatched or demat credits are not made to investors within the prescribed time periods.

54. A slowdown in economic growth in India could adversely affect our Company’s business.

The structure of the Indian economy has undergone considerable changes in the last decade. These include
increasing importance of external trade and of external capital flows. Any slowdown in the growth of the Indian
economy or manufacturing sector or any future volatility in global process could adversely affect our Company’s
business, financial condition and results of operations. India’s economy could be adversely affected by a general
rise in interest rates, fluctuations in currency exchange rates, adverse conditions affecting commodity and
electricity prices or various other factors.

Further, conditions outside India, such as slowdowns in the economic growth of other countries, could have an
impact on the growth of the Indian economy and government policy may change in response to such conditions.
The Indian economy and financial markets are also significantly influenced by worldwide economic, financial
and market conditions. Any financial turmoil, especially in the United States, Europe or China or Asian emerging
market countries, may have an impact on the Indian economy. Although economic conditions differ in each
country, investors’ reactions to any significant developments in one country can have adverse effects on the
financial and market conditions in other countries. A loss of investor confidence in the financial systems,
particularly in other emerging markets, may cause increased volatility in Indian financial markets, and could have
an adverse effect on our Company’s business, financial condition and results of operations and the price of the
Equity Shares.

55. Increasing employee compensation in India may erode some of our Company’s competitive advantage and
may reduce our Company’s profit margins, which may have a material adverse effect on our Company’s
business, financial condition, cash flows and results of operations.

Employee compensation in India has historically been significantly lower than employee compensation in the
United States and Western Europe for comparably skilled professionals. However, compensation increases in
India may erode some of this competitive advantage and may negatively affect our Company’s profit margins.
Employee compensation in India is increasing at a faster rate than in the United States and Western Europe, which
could result in increased costs relating to managers and other mid-level professionals. Our Company may need to
continue to increase the levels of our Company’s employee compensation to remain competitive and manage
attrition. Compensation increases may have a material adverse effect on our Company’s business, financial
condition, cash flows and results of operations.

56. Adverse geopolitical conditions such as an increased tension between India and its neighbouring
countries, conflict amongst some of the countries in Europe and the Middle East, could adversely affect
our business, results of operations and financial condition.

Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, resulting
in any military conflict in the region could adversely affect our business and operations. Such events may lead to
countries including the Government of India imposing restrictions on the import or export of products or input
materials, among others, and affect our ability to procure input materials required for our manufacturing
operations. We could also be affected by the introduction of or increase in the levy of import tariffs in India, or in
the countries to which we export our products, or changes in trade agreements between countries. For instance,
the government of India has imposed additional tariffs in the nature of countervailing duty and anti-dumping duty
on a number of items imported from China. Any such measure which affects our input material supply or
reciprocal duties imposed on Indian products by China or other countries may adversely affect our results of
operations and financial condition. Further, the ongoing war amongst some of the countries in Europe and the
Middle East that is currently impacting, inter alia, global trade, prices of oil and gas and could have an inflationary
impact on the Indian economy.

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57. Our Company may be affected by competition law in India and any adverse application or interpretation
of the Competition Act could adversely affect our Company’s business.

The Competition Act, 2002, of India, as amended (the “Competition Act”) regulates practices having an
Appreciable Adverse Effect on Competition (the “AAEC”) in the relevant market in India. Under the Competition
Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an
AAEC is considered void and results in the imposition of substantial penalties. Further, any agreement among
competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls
production, shares the market by way of geographical area or number of guests in the relevant market or directly
or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC in the relevant market in
India and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise.

On March 4, 2011, the Government issued and brought into force the combination regulation (merger control)
provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of
shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover
based thresholds to be mandatorily notified to and pre-approved by the Competition Commission of India (CCI).
Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for Transaction of
Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism for
implementation of the merger control regime in India.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC
in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act.
Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination
occurring outside India if such agreement, conduct or combination has an AAEC in India. However, the impact
of the provisions of the Competition Act on the agreements entered into by our Company cannot be predicted with
certainty at this stage. Our Company is currently not a party to an outstanding proceeding, nor has our Company
received any notice in relation to non-compliance with the Competition Act and the agreements entered into by
our Company. However, if our Company is affected, directly or indirectly, by the application or interpretation of
any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse
publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial
penalties are levied under the Competition Act, it would adversely affect the business, results of operations and
prospects of our Company.

58. A downgrade in ratings of India, may affect the trading price of the Equity Shares.

Our Company's borrowing costs and our Company’s access to the debt capital markets depend significantly on
the credit ratings of India. India’s sovereign rating is Baa3 with a “stable” outlook (Moody’s), BBB– with a
“stable” outlook (S&P) and BBB– with a “negative” outlook (Fitch). Any adverse revisions to India’s credit
ratings for domestic and international debt by international rating agencies may adversely impact our Company’s
ability to raise additional financing and the interest rates and other commercial terms at which such financing is
available, including raising any overseas additional financing. A downgrading of India’s credit ratings may occur,
for example, upon a change of government tax or fiscal policy, which are outside our Company’s control. This
could have an adverse effect on our Company’s ability to fund our Company’s growth on favourable terms or at
all, and consequently adversely affect our Company’s business and financial performance and the price of the
Equity Shares.

Further, any future equity issuances by us, including to comply with minimum public shareholding norms
applicable to listed companies in India or sales of our Equity Shares by our shareholders may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising
capital through offering of our Equity Shares or incurring additional debt.

In case there is any disposal, pledge or encumbrance of the Equity Shares (in accordance with applicable law
including procuring regulatory approvals, as required) by any of our significant shareholders may affect the
trading price of the Equity Shares.

59. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.

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The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect
our results of operations, cash flows or financial condition. Terrorist attacks and other acts of violence or war may
adversely affect the Indian securities markets. In addition, any deterioration in international relations, especially
between India and its neighbouring countries, may result in investor concern regarding regional stability which
could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil disturbances in
recent years and it is possible that future civil unrest as well as other adverse social, economic or political events
in India could have an adverse effect on our business. Such incidents could also create a greater perception that
investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business
and the market price of the Equity Shares.

Our performance and the growth of our business are necessarily dependent on the health of the overall Indian
economy. Therefore, any downturn in the macroeconomic environment in India could adversely affect our
business, results of operations, financial condition, cash flows and future prospects. The Indian economy could
be adversely affected by various factors, such as the impact of COVID-19 or other pandemics, epidemics, political
and regulatory changes, including adverse changes in the Government’s liberalisation policies, social
disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war such as ongoing
Ukraine-Russia conflict, natural calamities, volatility in interest rates, volatility in commodity and energy prices,
a loss of investor confidence in other emerging market economies and any worldwide financial instability.

60. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the Financial Statements prepared and presented in accordance with
SEBI ICDR Regulations contained in this Red Herring Prospectus.

We have not attempted to quantify the impact of U.S. GAAP or any other system of accounting principles on the
financial data, prepared and presented in accordance with Ind AS for the three months period ended June 30, 2024,
Fiscal 2024, Fiscal 2023 and Fiscal 2022, included in this Red Herring Prospectus, nor do we provide a
reconciliation of our financial statements to those of U.S. GAAP or any other accounting principles. U.S. GAAP
differs in significant respects from Ind AS. Accordingly, the degree to which the restated financial statements
included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader's
level of familiarity with Ind AS and SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting practices on the financial disclosures presented in this Red Prospectus should accordingly be limited.
Additionally, Ind AS differs in certain respects from IFRS and therefore financial statements prepared under Ind
AS may be substantially different from financial statements prepared under IFRS.

61. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an
Indian company than as shareholder of a corporation in another jurisdiction.

62. Financial difficulty and other problems in certain financial institutions in India could have a material
adverse effect on the business, results of operations, future cash flows and financial condition of our
Company.

Indian financial system may be affected by financial difficulties faced by all or some of the Indian financial
institutions whose commercial soundness may be closely related as a result of credit, trading, clearing or other
relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial
intermediaries, such as clearing agencies, banks, securities firms and exchanges. Any such difficulties or
instability of the Indian financial system in general could create an adverse market perception about Indian
financial institutions and banks and adversely affect the business of our Company.

63. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. The Income Tax Act levies taxes on such long-term capital
gains exceeding ₹ 0.1 million arising from sale of equity shares on or after April 1, 2018, while continuing to
exempt the unrealized capital gains earned up to January 31, 2018 on such equity shares subject to specific

62
conditions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to
payment of a securities transaction tax (STT), on the sale of any Equity Shares held for more than 12 months. STT
will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Any gain
realized on the sale of Equity Shares held for more than 12 months, which are sold other than on a recognized
stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India.

Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject
to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempted
from taxation in India in cases where the exemption from taxation in India is provided under a treaty between
India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to
impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in
their own jurisdiction on a gain upon the sale of the Equity Shares.

64. Investors may have difficulty enforcing foreign judgments against our Company or the management of
our Company.

Our Company is incorporated under the laws of India and all the Directors, Key Managerial Personnel and Senior
Managerial Personnel of our Company reside in India. A majority of the assets, and the assets of the Directors
and officers of our Company, are also located in India. Where investors wish to enforce foreign judgments in
India, they may face difficulties in enforcing such judgments. India is not a party to any international treaty in
relation to the recognition or enforcement of foreign judgments. India exercises reciprocal recognition and
enforcement of judgments in civil and commercial matters with a limited number of jurisdictions. In order to be
enforceable, a judgment obtained in a jurisdiction which India recognises as a reciprocating territory must meet
certain requirements of the Code of Civil Procedure, 1908, of India (Civil Code). Further, the Civil Code only
permits enforcement of monetary decrees not being in the nature of any amounts payable in respect of taxes or,
other charges of a like nature or in respect of a fine or other penalty and does not provide for the enforcement of
arbitration awards. Judgments or decrees from jurisdictions not recognised as a reciprocating territory by India
cannot be enforced or executed in India. Even if a party were to obtain a judgment in such a jurisdiction, it would
be required to institute a fresh suit upon the judgment and would not be able to enforce such judgment by
proceedings in execution. Further, the party which has obtained such judgment must institute the new proceedings
within three years of obtaining the judgement.

As a result, you may be unable to: (i) effect service of process outside of India upon our Company and such other
persons or entities; or (ii) enforce in courts outside of India judgments obtained in such courts against our
Company and such other persons or entities. It is unlikely that a court in India would award damages on the same
basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would
enforce foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent with Indian
practice. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the RBI
to repatriate any amount recovered pursuant to the execution of such foreign judgment, and any such amount may
be subject to income tax in accordance with applicable laws.

65. Financial instability, economic developments and volatility in securities markets in other countries may
also cause the price of the Equity Shares to decline.

The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects
on the market price of securities of companies located in other countries, including India. For instance, the
economic downturn in the U.S. and several European countries during a part of Fiscals 2008 and 2009 adversely
affected market prices in the global securities markets, including India. Following the United Kingdom’s exit
from the European Union (Brexit), there still remains significant uncertainty around the impact of Brexit on the
general economic conditions in the United Kingdom and the European Union and any consequential impact on
global financial markets. In addition, China is one of India’s major trading partners and there are rising concerns
of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have
an adverse impact on the trade relations between the two countries. Further, the recent collapse of the Silicon
Valley Bank also caused economic downturn. Negative economic developments, such as rising fiscal or trade
deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and
cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general.

A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility
in Indian financial markets and the Indian economy in general. Any worldwide financial instability could also

63
have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in
India. Any financial disruption could have an adverse effect on our business, future financial performance,
shareholders’ equity and the price of the Equity Shares.

66. Under Indian law, foreign investors are subject to investment restrictions that limit our Company’s ability
to attract foreign investors, which may adversely impact the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the valuation and reporting
requirements specified by the RBI. If a transfer of shares is not in compliance with such requirements and does
not fall under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. In addition,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate
that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax
authorities. Our Company cannot assure you that any required approval from the RBI or any other Government
agency can be obtained on any particular terms or at all. For further details, see “Restrictions on Foreign
Ownership of Indian Securities” beginning on page 410.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT and the
FEMA Rules, any investment, subscription, purchase or sale of equity instruments by entities, investments under
the foreign direct investment route by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior
approval of the Government of India. Further, in the event of transfer of ownership of any existing or future
foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling
within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require
approval of the Government of India. Our Company cannot assure you that any required approval from the RBI
or any other governmental agency can be obtained on any particular terms, in a timely manner or at all.

67. Our Company’s ability to raise foreign capital may be constrained by Indian law.

As an Indian company, our Company is subject to exchange controls that regulate borrowing in foreign currencies.
Such regulatory restrictions could constrain our Company’s ability to obtain financings on competitive terms and
refinance existing indebtedness. In addition, our Company cannot assure you that any required regulatory
approvals for borrowing in foreign currencies will be granted to our Company without onerous conditions, or at
all. Limitations on foreign debt may have an adverse effect on our Company’s business growth, financial condition
and results of operations.

68. If security or industry analysts do not publish research, or publish unfavourable or inaccurate research
about the business of our Company, the price and trading volume of the Equity Shares may decline.

The trading market for the Equity Shares may depend, in part, on the research and reports that securities or industry
analysts publish about us or our business. Our Company may be unable to sustain coverage by established and /
or prominent securities and industry analysts. If either none or only a limited number of securities or industry
analysts maintain coverage of our Company, or if these securities or industry analysts are not widely respected
within the general investment community, the trading price for the Equity Shares would be negatively impacted.
In the event our Company obtains securities or industry analyst coverage, if one or more of the analysts downgrade
the Equity Shares of our Company or publish inaccurate or unfavourable research about our business, the price of
the Equity Shares may decline. If one or more of these analyst’s cease coverage of our Company or fail to publish
reports on our Company regularly, the demand for the Equity Shares of our Company could decrease, which might
cause the price and trading volume of the Equity Shares of our Company to decline.

64
 SECTION III – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer of Equity Shares by way of Offer for Sale by Up to 7,382,340 Equity Shares of ₹10 each,
the Selling Shareholders (1) (2) aggregating up to ₹ [●] million
Consisting of:
Employee Reservation Portion (5) Up to 35,000 Equity Shares of ₹10 each, aggregating
up to ₹ [●] million
Accordingly:
Net Offer Up to 7,347,340 Equity Shares of ₹10 each,
aggregating up to ₹ [●] million
The Net Offer comprises of:
A. QIB Portion (3) (4) Not more than 3,673,670 Equity Shares of ₹10 each
aggregating to ₹ [●] million
of which:
(i) Anchor Investor Portion Up to 2,204,202 Equity Shares of ₹10 each
(ii) Net QIB Portion (assuming Anchor Investor Up to 1,469,468 Equity Shares of ₹10 each
Portion is fully subscribed)
of which:
a. Available for allocation to Mutual Funds only Up to 73,473 Equity Shares of ₹10 each
(5% of the Net QIB Portion)
b. Balance for all QIBs including Mutual Funds Up to 1,395,995 Equity Shares of ₹10 each
B. Non-Institutional Portion Not less than 1,102,101 Equity Shares of ₹10 each
aggregating to ₹ [●] million
of which:
One-third of the Non-Institutional Portion available 367,367 Equity Shares of ₹10 each
for allocation to Bidders with an application size of
more than ₹ 0.20 million to ₹ 1.00 million
Two-third of the Non-Institutional Portion available 734,734 Equity Shares of ₹10 each
for allocation to Bidders with an application size of
more than ₹ 1.00 million
C. Retail Portion Not less than 2,571,569 Equity Shares of ₹10 each
aggregating to ₹ [●] million
Our Company will not receive any proceeds from the
Use of Net Proceeds
Offer for Sale. See “Objects of the Offer” on page 112.
Notes:
1. The Offer has been authorized by a resolution of our Board dated June 21, 2024.
2. Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered
Shares have been held by it for a period of at least one year prior to the filing of this Red Herring Prospectus
with SEBI, and are accordingly eligible for being offered for sale in the Offer in terms of Regulation 8 of the
SEBI ICDR Regulations.

Each of the Selling Shareholders has, severally and not jointly, confirmed and approved its participation in the
Offer for Sale, as set out below:

Equity Shares offered in the Offer

Name of the Selling Shareholder Date of Consent letter
for Sale (up to)
Mahendra Patel 534,483 June 28, 2024
Nayana Patel 1,967,931 June 28, 2024
Bhagvati Patel 1,227,042 June 28, 2024
Mamata Group Corporate Services 2,129,814 June 28, 2024
LLP
Mamata Management Services LLP 1,523,070 June 28, 2024
For details, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 362.

65
3. Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category,
except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination
of categories of Bidders, as applicable, at the discretion of our Company, in consultation with the Book
Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. Undersubscription,
if any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-
over from other categories or a combination of categories.
4. Our Company, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion
to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion
will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net
QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor
Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the
event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to
the Net QIB Portion. The Net QIB Portion shall be available for allocation on a proportionate basis to all
QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or
above the Offer Price. For details, see “Offer Procedure” on page 387.
5. In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess
of ₹0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation
Portion (after allocation up to ₹0.50 million, net of Employee Discount), shall be added to the Net Offer.
Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Net
Offer and such Bids will not be treated as multiple Bids. The Employee Reservation Portion shall not
exceed 5% of our post-Offer paid-up Equity Share capital. For further details, see “Offer Structure” on
page 382. Our Company may, in consultation with the BRLM, offer an Employee Discount of up to [●]
% to the Offer Price (equivalent of ₹[●] per Equity Share), which shall be announced two Working Days
prior to the Bid/Offer Opening Date.

Allocation to Bidders in all categories except the Anchor Investor Portion, Non-Institutional Portion and the Retail
Portion, if any, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price,
as applicable.

The allocation to each of the RIBs shall not be less than the minimum Bid Lot, subject to availability of Equity
Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate
basis. The allocation to each of the NIIs shall not be less than the minimum application size, subject to the
availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. For further details, see “Terms
of the Offer”, “Offer Structure” and “Offer Procedure” on pages 375, 382 and 387 respectively.

66
 SUMMARY FINANCIAL INFORMATION

The following tables set forth summary financial information derived from our Restated Consolidated Financial
Information. The summary financial information presented below should be read in conjunction with “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 248 and 319, respectively.

[The remainder of this page has intentionally been left blank]

67
SUMMARY OF RESTATED ASSETS AND LIABILITIES

(₹ in Million)
Particulars Notes As at June 30, As at March As at March As at March
2024 31, 2024 31, 2023 31, 2022
Assets
(A) Non
Current Assets
a) Property,
Plant and
Equipment and
Intangible
Assets
i) Property, 6 613.22 615.22 614.07 592.60
Plant and
Equipment
ii) Capital 6.1 4.36 - - -
Work-in
Progress
iii) Investment 7 0.45 0.51 0.51 0.66
Property
iv) Right to Use 8 13.83 16.56 11.18 19.45
Assets
v) Other 9 1.13 1.21 0.14 0.20
Intangible
Assets
vi) Intangible 10 0.30 0.30 0.95 -
assets under
development
b) Financial
Assets
i) Investments 11 4.13 3.96 2.53 1.67
ii) Other 12 398.57 478.55 604.36 425.97
financial assets
c) Deferred Tax 45 45.90 46.98 58.60 66.60
Assets
1,081.90 1,163.29 1,292.33 1,107.16
(B)
CURRENT
ASSETS
a) Inventories 13 905.87 698.02 702.81 718.08
b) Financial
Assets
(i) Current 14 - - - 70.00
Investments
(ii) Trade 15 211.38 372.81 175.95 163.27
Receivables
(iii) Cash & 16 53.05 20.10 51.67 24.71
Cash
Equivalents
(iv) Bank 17 22.48 19.56 - -
balances other
than cash and
cash
equivalents as
above
(v) Loans 18 6.51 11.51 - -

68
Particulars Notes As at June 30, As at March As at March As at March
2024 31, 2024 31, 2023 31, 2022
(vi) Other 19 26.74 21.87 6.15 4.24
Financial
Current Assets
c) Other 20 100.53 67.71 55.77 75.83
Current Assets
1,326.57 1,211.58 992.35 1,056.13
Total Assets 2,408.48 2,374.87 2,284.68 2,163.29
Equity and
Liabilities
Equity
a) Equity Share 21 246.08 27.34 29.72 29.72
capital
b) Other Equity 22 1,087.14 1,296.48 1,249.04 1,010.84
1,333.22 1,323.82 1,278.76 1,040.56
Liabilities
(A) Non-
Current
Liabilities
a) Financial
Liabilities
(i) Borrowings 23 24.94 25.72 28.17 39.01
(ii) Lease 61 6.53 8.71 9.84 11.81
Liabilities
b) Provisions 24 3.39 5.46 2.10 2.06
c) Deferred Tax 45 7.83 7.00 3.59 4.53
Liabilities
42.69 46.89 43.71 57.41
(B) Current
Liabilities
a) Financial
Liabilities
(i) Borrowings 25 18.49 90.24 158.17 169.60
(ii) Lease 61 9.54 10.05 2.95 7.55
Liabilities
(iii) Trade 26
payables
Micro 198.37 39.43 41.91 53.83
enterprises and
small
enterprises
Total 147.52 236.04 210.80 251.77
outstanding
dues of
creditors other
than micro
enterprises and
small
enterprises
b) Other 27 630.03 583.35 513.81 555.55
Current
Liabilities
c) Provisions 28 9.42 16.86 22.30 21.54
d) Current Tax 29 19.19 28.19 12.27 5.49
Liabilities
1,032.56 1,004.16 962.22 1,065.32
Total Equity & 2,408.48 2,374.86 2,284.68 2,163.29
Liabilities

69
Particulars Notes As at June 30, As at March As at March As at March
2024 31, 2024 31, 2023 31, 2022
Corporate 1-5
Information
and Material
Accounting
policies
See 6-68
accompanying
notes to
Restated
Consolidated
Financial
statements

70
SUMMARY OF RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in Million)

As at As at As at As at March,
Not
Particulars June 30, March 31, March 31, 31 2022
es
2024 2024 2023
Revenue :
I Revenue from Operations (Net) 30 276.20 2,366.11 2,008.65 1,922.47
II Other Income 31 15.73 46.97 92.64 43.21
III Total Income (I + II) 291.93 2,413.08 2,101.29 1,965.68
IV Expenses:
Cost of Raw Material And 32
290.94 906.22 870.65 924.35
a) Components Consumed
b) Changes in inventories of finished 33
-207.99 96.21 48.23 -71.39
goods and work-in-progress
c) Employee Benefits Expense 34 92.34 438.00 399.14 367.82
d) Finance Cost 35 1.84 15.29 10.61 11.27
Depreciation And Amortization 36
7.50 34.13 34.26 35.94
e) Expenses
f) Other Expenses 37 104.05 453.90 453.19 402.30
Total Expenses (IV) 288.70 1,943.75 1,816.08 1,670.30
V Profit/(loss) before exceptional
items and tax (III - IV) 3.23 469.33 285.20 295.37

VI Exceptional Items - - - -
VI
Profit/ (loss) before tax (V+VI) 3.23 469.33 285.20 295.37
I
VI
Tax Expense
II
Current Tax 1.51 93.34 48.76 67.53
Earlier Year Tax adjustement 0.06 3.41 - -
Deferred Tax -0.52 11.33 11.39 10.87
1.05 108.08 60.16 78.40
Profit/(loss) for the period (VII-
IX 2.18 361.25 225.05 216.97
VIII)
X Other Comprehensive Income 38
i. Items that will not be reclassified to
9.63 -4.52 1.14 1.92
Statement of Profit and Loss
ii. Income tax relating to items that
will not be reclassified to Statement -2.42 1.14 -0.29 -0.48
of Profit and Loss
iii. Items that will be reclassified to
0.01 -2.12 -7.55 -1.78
Statement of Profit and Loss
iv. Income tax relating to items that
will be reclassified to Statement of - - - -
Profit and Loss
Other Comprehensive Income for
7.22 -5.50 -6.70 -0.34
the year (X)
XI Total Comprehensive Income for
9.40 355.75 218.34 216.64
the year (IX + X)
XI Earnings per Equity Share of
39
I Face value Rs.10/- Each
(i) Basic (in Rs.) 0.09 14.65 8.41 8.11
(ii) Diluted (in Rs.) 0.09 14.65 8.41 8.11

71
 As at As at As at As at March,
Not
Particulars June 30, March 31, March 31, 31 2022
es
2024 2024 2023
Corporate Information and 1-5
Material Accounting policies
See accompanying notes to 6-
Restated consolidated Financial 68
statements

72
SUMMARY OF RESTATED CASH FLOW STATEMENT
(₹ in Million)
For the
three For the For the For the
month year year year
Particulars period ended ended ended
ended March March March
June 30, 31, 2024 31, 2023 31, 2022
2024
(A) CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit before taxation 3.23 469.33 285.20 295.37

Adjustments for:
Interest Expenses 1.84 15.29 10.61 11.27
(Gain) / loss on Sale of Property, Plant & Equipment -0.01 -0.06 0.76 -0.36
(Gain)/loss on fair value of investment through P&L -0.17 -1.43 -0.86 -0.56
Interest Received -8.94 -30.17 -19.11 -12.87
Liability written Back - -0.11 0.00 0.00
Provision for Expected Credit Loss - 3.27 2.34 3.17
Exceptional Item - - 0.00 0.00
Dividend Received - -0.07 0.00 0.00
Depreciation and Amortisation Expenses 7.50 34.13 34.26 35.94
Operating Profit before working capital changes 3.46 490.19 313.20 331.97

Increase/(Decrease) in Current tax assets - -4.67 0.10 0.00

Increase/(Decrease) in Non current liability (2.07) 3.36 0.05 (0.38)
Increase/(Decrease) in Short Term Borrowings -44.04 -83.29 -20.51 89.81
Increase/(Decrease) in Trade Payables 70.42 22.75 -52.89 -49.80
Increase/(Decrease) in Other Current Liability 48.86 64.41 (44.45) 129.33
(Increase)/Decrease in Non Current Financial Assets (0.02) 0.16 (0.13) (0.05)
(Increase)/Decrease in Inventories -207.85 4.79 15.27 -73.89
(Increase)/Decrease in Current Assets -32.82 -11.95 20.07 33.18
(Increase)/Decrease in Current Financial Assets -4.87 -15.71 -1.91 -3.96
161.42 -200.13
(Increase)/Decrease in Trade Receivable -15.02 8.65
Cash Generated from Operations (7.51) 269.90 213.78 464.86

Income Taxes paid (net of refund) -10.57 -76.16 -42.08 -92.94

Net Cash from Operating Activities (18.08) 193.74 171.70 371.92

(B) CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of Property, Plant & Equipment -2.64 -13.08 -10.44 -15.21
Disposal of Property, Plant & Equipment 0.02 1.09 2.76 4.60
Increase in Capital Work-in Progress -4.36 - - -
Increase/(Decrease) in Bank Deposit 77.08 106.09 (178.27) (352.88)
Sale / (Purchase) of Investments (Net) - - 70.00 0.50
Dividend Received 0.07 0.00 0.00
Interest Received 8.94 30.17 19.11 12.87
Net Cash from Investing Activities 79.04 124.34 (96.84) (350.12)

73
 For the
three For the For the For the
month year year year
Particulars period ended ended ended
ended March March March
June 30, 31, 2024 31, 2023 31, 2022
2024

(C) CASH FLOW FROM FINANCING ACTIVITIES :

Increase/(Decrease) in Borrowings -0.78 -2.45 -9.67 -13.77
Increase/(Decrease) in Loans given 5.00 -11.51 - -
Rent Paid -2.83 -10.88 -8.75 -7.16
Interest Paid -1.69 -14.54 -10.06 -10.90
Buy back of share - (321.92) 0.00 0.00
Dividend Paid - -1.37 -1.49 -1.49
Net Cash from Financing Activities -0.30 -362.66 -29.96 -33.32

Net Increase / ( Decrease ) in Cash and Cash Equivalents 60.66 -44.58 44.89 -11.51
Foreign Exchange Translation 0.01 -2.36 -25.84 -12.38
Cash and Cash Equivalents at the beginning of the period -7.61 39.33 20.28 44.17
Cash and Cash equivalents at the end of the period 53.05 -7.60 39.33 20.28
Notes to the Cash Flow Statement:
Cash and Cash Equivalents comprises of
Cash on Hand 0.12 0.23 0.27 0.17
Balance in Current Account 52.93 19.87 51.40 24.54
Cash and Cash Equivalents as per Note 13 53.05 20.10 51.67 24.71
(Add/(Less))
Bank Overdraft - -27.71 -12.34 -4.44
Cash and Cash equivalents in Cash Flow Statement 53.05 -7.60 39.33 20.28

Corporate Information and Material Accounting 1-5

Policies
See accompanying notes to Restated Consolidated 6-68
Financial statements

74
 GENERAL INFORMATION

Our Company was incorporated as ‘Patel Machinery Private Limited’, as a private limited company under the
Companies Act, 1956, pursuant to a certificate of incorporation dated April 17, 1979, issued by the RoC. Pursuant
to a special resolution passed by the shareholders of our Company dated September 19, 1988, the name of our
Company was changed to ‘Mamata Machinery Private Limited’, and our Company received a fresh certificate of
incorporation dated December 16, 1988, issued by the RoC. Subsequently, our Company was converted into a
public limited company, pursuant to a special resolution passed by the shareholders of our Company dated June
21, 2024, and the name of our Company was changed to ‘Mamata Machinery Limited’ and a fresh certificate of
incorporation dated June 21, 2024 was issued by the RoC.

Corporate Identity Number: U29259GJ1979PLC003363

Company Registration Number: 003363

Registered Office and Corporate Office

Mamata Machinery Limited

Survey No. 423/P. Sarkhej - Bavla Road, N.H. No. 8A,
Sanand, Moraiya,
Ahmedabad 382213
Gujarat, India
Tel: 02717–630 800/801
E-mail: mamatagroup@[Link]
Website: [Link]

For details in relation to the changes in the registered office of our Company, see “History and Certain Corporate
Matters - Changes in our registered office” on page 209.

Registrar of Companies

Our Company is registered with Registrar of Companies, Gujarat at Ahmedabad situated at the following address:

Registrar of Companies
ROC Bhavan, Opp Rupal Park Society,
Behind Ankur Bus Stop, Naranpura
Ahmedabad 380013
Gujarat, India

Filing of the Draft Red Herring Prospectus and this Red Herring Prospectus

A copy of the Draft Red Herring Prospectus has been filed electronically on the SEBI’s online portal at
[Link] in accordance with SEBI master circular bearing reference no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023. It has also been filed with SEBI at:

Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai, 400 051
Maharashtra, India

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 has been filed with the RoC and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 would be filed with the RoC at its office, and through the electronic portal.

Board of Directors

Details regarding our Board as on the date of this Red Herring Prospectus are set forth below:

75
 Name Designation DIN Address
Mahendra Patel Chairman and 00104997 12/A, Kairavi Bungalows, Nr. Sarthi Hotel,
Managing Director Vastrapur Road, Bodakdev, Ahmedabad
380054, Gujarat, India
Chandrakant Patel Joint Managing 00380810 100, Surdhara Bungalows, Opp. Doordarshan
Director Tower, Thaltej, Ahmedabad 380052, Gujarat,
India
Neha Nowlakha Independent Director 00294413 Flat No. 2, 5th Floor, Maker Tower-l, G. D.
Somani Marg, Cuffe Parade, Colaba, Mumbai
- 400005, Maharashtra, India
Subba Bangera Independent Director 00017813 301, Sharadchandra Bhavan, Dattapada Road,
Near State Bank of India, Dattapada, Mumbai
– 400066, Maharashtra, India
Munjal Patel Independent Director 02319308 37, Sarthi, Part-3, Nr. Surdhara Circle, Thaltej,
B/H Drive- In Cinema Bodakdev, Ahmedabad
– 380054, Gujarat, India
Ruchita Patel Independent Director 09306338 A-7, Sahjanand Duplex, Opposite C M Patel
Farm, Besides Divine Galaxy, Kalali Road,
Kalali, Vadodara – 390012, Gujarat, India

For brief profiles and further details of our Directors see “Our Management” on page 215.

Company Secretary and Compliance Officer of our Company

Madhuri Sharma is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:

Mamata Machinery Limited

Survey No. 423/P. Sarkhej - Bavla Road, N.H. No. 8A,
Sanand, Moraiya,
Ahmedabad 382213
Gujarat, India
Tel: 02717–630 800/801
E-mail: cs@[Link]

Investor Grievances

Investors can contact the Company Secretary and Compliance Officer, the Book Running Lead Manager, or the
Registrar to the Offer in case of any pre-Offer or post-Offer related matters, such as non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders
or non-receipt of funds by electronic mode.

All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than RIBs
using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case
of RIBs using the UPI Mechanism.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with
a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the
SCSBs for addressing any clarifications or grievances of ASBA Bidders.

All Offer-related grievances of the Anchor Investors may be addressed to the Book Running Lead Manager giving
full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP

76
ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity
Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and
address of the Book Running Lead Manager where the Anchor Investor Application Form was submitted by the
Anchor Investor.

Book Running Lead Manager

Beeline Capital Advisors Private Limited

B/1311-1314, Thirteenth Floor, Shilp Corporate Park
Rajpath Rangoli Road, Thaltej, Ahmedabad
Gujarat – 380054, India
Tel: +91 79 4918 5784
E-mail: mb@[Link]
Website: [Link]
Investor Grievance e-mail: ig@[Link]
Contact Person: Nikhil Shah
SEBI Registration No: INM000012917

Beeline Capital Advisors Private Limited is the sole Book Running Lead Manager to the Offer, and accordingly,
there is no inter se allocation of responsibilities in the Offer. The details of responsibilities of the Book Running
Lead Manager is as follows:

Sr. No. Activity

1. Capital structuring, positioning strategy and due diligence of the Company including the
operations/management/business plans/legal etc. Drafting and design of the DRHP, RHP and
Prospectus and of statutory advertisements and publicity material including media monitoring,
corporate advertising, brochure, etc. and filing of media compliance report, application form and
abridged prospectus.
2. Ensuring compliance with stipulated requirements and completion of prescribed formalities with the
Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing.
3. Appointment of intermediaries – Bankers to the Offer, Registrar to the Offer, advertising agency,
printers to the Offer including co-ordination for agreements.
4. Domestic institutional marketing including banks/ mutual funds, preparation of publicity budget,
and allocation of investors for meetings and finalizing road show schedules
5. Preparation of road show presentation and FAQs
6. International institutional marketing of the Offer, which will cover, inter alia:
• Finalising media, marketing, public relations strategy and publicity budget including list of
frequently asked questions at retail road shows
• Finalising collection centres
• Finalising application form
• Finalising centres for holding conferences for brokers etc.
• Follow - up on distribution of publicity; and
• Issue material including form, RHP / Prospectus and deciding on the quantum of the Issue
material
7. Non-Institutional and Retail marketing of the Offer, which will cover, inter alia:
• Formulating marketing strategies, preparation of publicity budget;
• Finalise media and public relation strategy;
• Finalising centres for holding conferences for stock brokers, investors, etc;
• Finalising collection centres as per Schedule III of the SEBI ICDR Regulations; and
• Follow-up on distribution of publicity and Offer material including application form, red herring
prospectus, prospectus and brochure and deciding on the quantum of the Offer material.
8. Managing anchor book related activities including anchor co-ordination, Anchor CAN, intimation
of anchor allocation and submission of letters to regulators post completion of anchor allocation, and
coordination with Stock Exchanges for anchor intimation, book building software, bidding terminals
and mock trading.
9. Managing the book and finalization of pricing in consultation with Company and Selling
Shareholders.

77
 Sr. No. Activity
10. Post bidding activities including management of escrow accounts, coordinate non-institutional
allocation, coordination with Registrar, SCSBs and Bankers to the Offer, intimation of allocation
and dispatch of refund to Bidders, etc.

Post-Offer activities, which shall involve essential follow-up steps including allocation to
Institutional Investors including Anchor Investors, follow-up with Bankers to the Offer and SCSBs
to get quick estimates of collection and advising the Issuer about the closure of the Offer, based on
correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing
of instruments, dispatch of certificates or demat credit and refunds and coordination with various
agencies connected with the post-Offer activity such as registrar to the Offer, Bankers to the Offer,
SCSBs including responsibility for underwriting arrangements, as applicable.

Payment of the applicable securities transactions tax to the Government on sale of unlisted equity
shares by the Selling Shareholders under the Offer for Sale and filing of the securities transactions
tax return by the prescribed due date as per Chapter VII of Finance (No. 2) Act, 2004.

Legal Counsel to the Offer

M/s. Crawford Bayley & Co.

4th Floor, State Bank Buildings
N.G.N. Vaidya Marg, Fort, Mumbai 400 023
Maharashtra - 400 023, India
Tel: +91 22 2266 3353

Registrar to the Offer

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli (West) Mumbai
Maharashtra - 400 083, India
Tel: +91 810 811 4949
E-mail: [Link]@[Link]
Website: [Link]
Investor grievance E-mail: [Link]@[Link]
Contact person: Avani Ghate
SEBI registration no.: INR000004058

Statutory Auditors

Bathiya & Associates LLP

Chartered Accountants
910, Hubtown Solaris, N S Phadke Road
Near East West Flyover, Andheri East
Mumbai -40069
Tel: 022-61338000
E-mail: [Link]@[Link]
Firm registration number: 101046W/W-100063
Peer review number: 013521

Change in statutory auditors since last five fiscal years.

Except as disclosed below, there has been no change in our statutory auditors in the last five fiscal years preceding
the date of this Red Herring Prospectus:

Particulars Date of Reason for change

Appointment/Resignation
Bathiya & Associates LLP February 29, 2024 Casual vacancy
Chartered Accountants

78
 Particulars Date of Reason for change
Appointment/Resignation
910, Hubtown Solaris, N S Phadke
Road, Near East West Flyover,
Andheri East, Mumbai -40069
Tel: 022-61338000
E-mail: [Link]@[Link]
Firm registration number:
101046W/W-100063
Peer review number: 013521
Dinesh R. Shah & Co., February 15, 2024 Due to unavoidable commitments
Chartered Accountants
305-308, Tapas Elegance, L
Colony Road, Besides
Swaminarayan Temple,
Nehrunagar, Ambawadi,
Ahmedabad – 380015
Tel: +91 9825030908
Email: [Link]@[Link]
Firm registration number:
102610W
Peer review number: 013491

Bankers to the Offer

Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank and Sponsor Bank

HDFC Bank Limited

FIG-OPS Department – Lodha, I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East),
Mumbai – 400042,
Maharashtra, India
Telephone: +91 22 3075 2929 / 3075 2928 / 3075 2914
Contact Person: Eric Bacha/Sachin Gawade/Pravin Teli/Siddharth Jadhav/Tushar Gavankar
Website: [Link]
Email:[Link]@[Link],[Link]@[Link],
[Link]@[Link],[Link]@[Link], pravin.teli2@[Link]
SEBI Registration Number: INBI00000063
Corporate Identity Number (CIN): L65920MH1994PLC080618

Bankers to our Company

HDFC Bank Limited

Changodar Branch
Shop No 5 – 6, Kailash Avenue
Opposite M N Petrol Pump
Changodar – 382213
Contact Person: Montu Patel
Telephone: +91 9974347279
Email ID: [Link]@[Link]
Website: [Link]

Syndicate Member

SPREAD X SECURITIES PRIVATE LIMITED

Shilp Corporate Park, B Block, 13th Floor, B-1309,
Near Rajpath Club, Rajpath
Rangoli Road, S. G. Highway,

79
Ahmedabad – 380054, Gujarat, India
Telephone: +91 79 6907 2018
Contact Person: Mrs. Khushbu Nikhilkumar Shah
E-mail: info@[Link]

Designated Intermediaries

Self-Certified Syndicate Banks

The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the
Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=34 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders
using the UPI Mechanism, a list of which is available on the website of SEBI at
[Link] or such other website as
updated from time to time.

Self-Certified Syndicate Banks and mobile applications enabled for Unified Payments Interface Mechanism

In accordance with SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, read with other
applicable UPI Circulars, UPI Bidders Bidding through UPI Mechanism may apply through the SCSBs and mobile
applications, using UPI handles, whose name appears on the SEBI website. A list of SCSBs and mobile
applications, which, are live for applying in public issues using UPI mechanism is provided in the list available
on the website of SEBI at [Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&intmId=43
and updated from time to time and at such other websites as may be prescribed by SEBI from time to time.

Syndicate Self-Certified Syndicate Banks Branches

In relation to Bids (other than Bids by Anchor Investor) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
([Link] and updated from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at
[Link] as updated from time to time.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,
telephone number and e-mail address, is provided on the websites of BSE and NSE at [Link] and
[Link], respectively, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at
[Link]/Static/Markets/PublicIssues/[Link]? and [Link]
services/initial-publicofferings-asba-procedures, respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
[Link]/Static/Markets/PublicIssues/[Link]? and on the website of NSE at
[Link] as updated from time to
time.

Experts to the Offer

80
Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received written consent dated December 11, 2024, 2024 from Bathiya & Associates LLP,
Chartered Accountants, to include their name as required under the SEBI ICDR Regulations in this Red Herring
Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in
their capacity as our Statutory Auditors and in respect of their (i) examination report dated October 26, 2024 on
our Restated Consolidated Financial Information; and (ii) report dated December 11, 2024 on the Statement of
possible special tax benefits in this Red Herring Prospectus. However, the term “expert” and “consent” shall not
be construed to mean an “expert” and “consent” as defined under the U.S. Securities Act.

Our Company has received written consent dated June 28, 2024 from the practicing Company Secretary, Raval
Mistry & Associates, to include its name as an ‘expert’ as defined under Section 2(38) of the Companies Act to
the extent and in its capacity as practicing Company Secretary in respect of the certificate dated June 28, 2024
issued by it in connection with inter alia the share capital buildup and such consent has not been withdrawn as of
the date of this Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as
defined under U.S. Securities Act.

Such consents have not been withdrawn as on the date of this Red Herring Prospectus. It is clarified, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

IPO Grading

No credit rating agency registered with SEBI has been appointed for grading the Offer.

Monitoring Agency

As the Offer is an offer for sale of Equity Shares, our Company is not required to appoint a monitoring agency for
this Offer.

Appraising Entity

None of the objects for which the Net Proceeds are proposed to be utilised have been appraised by any agency.

Credit Rating

As this is an Offer of Equity Shares, there is no credit rating required for the Offer.

Debenture Trustees

As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Illustration of the Book Building Process

The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders
on the basis of this Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the
Price Band. The Price Band and the minimum Bid lot will be decided by our Company, in consultation with the
BRLM, and advertised in all editions of Financial Express (a widely circulated English national daily newspaper),
all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Ahmedabad editions of Jaihind
(a widely circulated Gujarat daily newspaper, Gujarati being the regional language of Gujarat, where our
Registered Office is located) each with wide circulation, at least two Working Days prior to the Bid/Offer Opening
Date and shall be made available to the Stock Exchanges for the purposes of uploading on their respective
websites. The Offer Price shall be determined by our Company, pursuant to the Book Building Process, in
consultation with the BRLM, after the Bid/Offer Closing Date. For further details, see “Offer Procedure”
beginning on page 387.

81
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA
process by providing the details of their respective bank accounts in which the corresponding Bid Amount
will be blocked by the SCSBs. In addition to this, the UPI Bidders shall participate through the ASBA
process by either (a) providing the details of their respective ASBA Account in which the corresponding
Bid Amount will be blocked by the SCSBs; or (b) through the UPI Mechanism. Anchor Investors are not
permitted to participate in the Offer through the ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw
their Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount)
at any stage. Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer
Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding
Date. RIBs can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer
Closing Date. Except for Allocation to RIBs, Non-Institutional Bidders and the Anchor Investors, allocation
in the Offer will be on a proportionate basis. Further, allocation to Anchor Investors will be on a
discretionary basis and allocation to the Non-Institutional Investors will be in a manner as may be
introduced under applicable laws.

Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by
submitting their Bid in the Offer.

The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the investors are advised to make their own judgment about investment
through this process prior to submitting a Bid in the Offer.

The Bidders should note that the Offer is also subject to obtaining (i) the final approval of the RoC after the
Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our
Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR
Regulations.

For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 375, 382 and
387 respectively.

For details in relation to filing of the Draft Red Herring Prospectus, see “Other Regulatory and Statutory
Disclosures - Filing of the Draft Red Herring Prospectus” on page 362.

Underwriting Agreement

Our Company and each of the Selling Shareholders intends to, prior to the filing of the Prospectus with the RoC,
enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through
the Offer. The extent of underwriting obligations and the Bids to be underwritten by each Underwriter shall be as
per the Underwriting Agreement. The Underwriting Agreement is dated [●]. Pursuant to the terms of the
Underwriting Agreement, the obligations of each of the Underwriters will be several and will be subject to certain
conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they
shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price
which shall not be less than the Offer Price, pursuant to the Underwriting Agreement:

(This portion has been intentionally left blank and will be filled in before, and this portion will be applicable upon
the execution of the Underwriting Agreement and filing of the Prospectus with the RoC, as applicable.)

Name, Address, Telephone Indicative Number of Equity Amount Underwritten (₹ in

Number and Email Address of Shares to be Underwritten million)
the Underwriters Amount Underwritten
[●] [●] [●]

The abovementioned underwriting commitments are indicative and will be finalised after pricing of the Offer, the
Basis of Allotment and actual allocation in accordance with provisions of the SEBI ICDR Regulations.

82
In the opinion of our Board (based on representation made to our Company by the Underwriters), the resources
of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchanges. Our Board/ IPO Committee, at its meeting held on
[●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to the Equity Shares allocated to investors respectively procured by them in accordance with the
Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other
obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe
to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The
Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be executed
in accordance with applicable laws, after the determination of the Offer Price and allocation of Equity Shares,
prior to the filing of the Prospectus with the RoC. The extent of underwriting obligations and the Bids to be
underwritten in the Offer shall be as per the Underwriting Agreement.

83
 CAPITAL STRUCTURE

The share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below.

(In ₹, except share data or indicated otherwise)

Sr. Aggregate Aggregate value
Particulars
No nominal value at Offer Price (1)
A. AUTHORIZED SHARE CAPITAL
30,000,000 Equity Shares of face value ₹10 each 300,000,000 [●]

B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

BEFORE THE OFFER
24,607,800 Equity Shares of face value ₹10 each 246,078,000 [●]

C. PRESENT OFFER
Offer for Sale of up to 7,382,340 Equity Shares of face value ₹10 73,823,400 [●]
each aggregating up to ₹ [●] million (3)
Which includes
Employee Reservation Portion of up to 35,000 Equity Shares [●] [●]
aggregating up to ₹ [●] million (4)
Net Offer to the public of up to 7,347,340 Equity Shares [●] [●]

D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

AFTER THE OFFER (1)
24,607,800 Equity Shares of face value ₹10 each 246,078,000 [●]

E. SECURITIES PREMIUM ACCOUNT

Before the Offer Nil
After the Offer Nil
Notes:
1. To be included upon finalization of the Offer Price.
2. The Offer has been authorised by our Board pursuant to its resolution dated June 21, 2024.
3. Each of the Selling Shareholders, severally and not jointly, confirms that the Offered Shares held by them
respectively, are eligible for being offered for sale in the Offer as required under Regulation 8 of the SEBI
ICDR Regulations. For details on authorisation of the Selling Shareholders in relation to their respective
portion of the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages
65 and 362, respectively.
4. Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount
does not exceed ₹0.50 million (net of Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹0.20 million. Only in the event of an under-
subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may
be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for
a value in excess of ₹0.20 million, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50
million (net of Employee Discount). Our Company in consultation with the BRLM may offer an Employee
Discount of up to [●]% to the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employee(s)
Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required, and which
shall be announced at least two Working Days prior to the Bid / Offer Opening Date.

For details of changes to our Company’s authorised share capital in the last 10 years, see “History and Certain
Corporate Matters – Amendments to the Memorandum of Association” on page 210.

Notes to the Capital Structure

1. Share capital history of our Company:

(a) Equity share capital

The following table sets forth the history of the equity share capital of our Company:

84
 Cumulative no Cumulative paid-
Date of No of Equity Face Issue price per Nature of Reasons / nature
Name of allottees of equity up equity share
allotment Shares value (₹) equity share (₹) considerations of allotment
shares capital (in ₹)
April 17, 1979 2 100 100 Cash Subscription to Allotment of 1 equity share to 2 200
the MoA Narsinhbhai Patel and 1 equity share
to Shantilal Patel
March 01, 1984 10,180 100 100 Cash Further issue Allotment of 250 equity shares to 10,182 1,018,200
Shantilal Patel, 1,250 equity shares
to Mahendra N. Patel, 700 equity
shares to Raiben N. Patel, 1,000
equity shares to Nayana M. Patel,
250 equity shares to Anilbhai Patel,
800 equity shares to Bhargavi Patel,
250 equity shares to Shardaben
Patel, 250 equity shares to Rajendra
Patel, 250 equity shares to Pankaj
Patel, 550 equity shares to Shantilal
C. Mehta jointly with Fulvantiben
Mehta, 550 equity shares to
Kalpanaben Patel, 250 equity shares
to Sameer Mehta jointly with Rupa
S. Mehta, 550 equity shares to Suvas
Mehta (By Guardian Shishir S.
Mehta), 300 equity shares to
Fulvantiben Mehta jointly with
Shantilal C. Mehta, 480 equity
shares to Kasam Khanji, 300 equity
shares to Walliben, 300 equity
shares to Barkatali Memonji, 300
equity shares to Kulsumben
Nazarali, 350 equity shares to Vali
Rasul Mutvali, 350 equity shares to
Peera Mohmed Satwadi, 300 equity
shares to Abbas Vali Kalawala, 300
equity shares to Sakinaben and 300

85
 Cumulative no Cumulative paid-
Date of No of Equity Face Issue price per Nature of Reasons / nature
Name of allottees of equity up equity share
allotment Shares value (₹) equity share (₹) considerations of allotment
shares capital (in ₹)
equity shares to Sultanaben
Akbarali
October 01, 4,218 100 100 Cash Further issue Allotment of 1,615 equity shares to 14,400 1,440,000
1985 Mahendra Patel, 545 equity shares
to Raiben Patel, 1,063 equity shares
to Nayana Patel, 545 equity shares
to Bhargavi Patel, 200 equity shares
to Hasmukh C. Bhavsar and 250
equity shares to Gunvanti D. Shah
jointly with Hiren D. Shah
March 12, 1987 1,600 100 100 Cash Further issue Allotment of 645 equity shares to 16,000 1,600,000
Mahendra Patel, 300 equity shares
to equity shares to Anilbhai Patel,
500 equity shares to Ami Mukul
Parikh, 55 equity shares to Pradeep
P. Dixit and 100 equity shares to
Chandrakant C. Patel
January 21, 8,000 100 100 Cash Further issue Allotment of 1,830 equity shares to 24,000 2,400,000
1989 Mahendra N. Patel, 1,475 equity
shares to Raiben N. Patel, 1,762
equity shares to Nayana M. Patel,
1,450 equity shares to Anilbhai
Patel and 1,483 equity shares to
Bhargavi Patel
February 21, 24,000 100 Not applicable Not applicable Bonus issue in the Allotment of 251 equity shares to 48,000 4,800,000
1995 ratio of 1:1 Shantilal Patel, 7,201 equity shares
to Nayana M. Patel, 4,100 equity
shares to Anil Patel, 4,183 equity
shares to Bhargavi Patel, 4,100
equity shares to Raiben N. Patel,
250 equity shares to Pankaj S. Patel,
250 equity shares to Rajendra S.
Patel, 250 equity shares to
Shardaben S. Patel, 500 equity
shares to Ami Mukul Parikh, 300

86
 Cumulative no Cumulative paid-
Date of No of Equity Face Issue price per Nature of Reasons / nature
Name of allottees of equity up equity share
allotment Shares value (₹) equity share (₹) considerations of allotment
shares capital (in ₹)
equity shares to Chandrakant B.
Patel and 2,615 equity shares to
Manish M. Patel (By Guardian
Nayana M. Patel)
March 28, 1996 50,000 100 400 Cash Further Issue Allotment of 2,000 equity shares to 98,000 9,800,000
Chandrakant Patel, 25,500 equity
shares to KBM Investments
Holding S.A. Luxemborg, 11,250
equity shares to G.S Bhuller jointly
with Surjit Kaur Bhuller and 11,250
equity shares to K.K Kohli jointly
with Hyoung Soon Kohli
May 12, 2004 150,000 100 100 Cash 150,000 Allotment of 25,000 equity shares to 248,000 24,800,000
Preference Shares Narsinh Patel, 45,000 equity shares
having face value to Raiben Patel, 5,000 equity shares
of ₹ 100 each were to Mahendra N. Patel (HUF), 5,000
redeemed by fresh equity shares to Nayana Patel and
issue 150,000 70,000 equity shares to Sun
Equity Shares Corporate Services Private Limited
having face value
of ₹ 100 each
February 12, 37,200 100 100 Cash Further issue Allotment of 37,200 equity shares to 285,200 28,520,000
2011 Bhagvati Patel
December 08, 6 100 Not Applicable Other than cash Under the scheme Allotment of 3 equity shares to 285,206 28,520,600
2020 of amalgamation Mahendra Patel and 3 equity shares
of Mamata to Chandrakant Patel
Extrusion Systems
Private Limited
with Mamata
Machinery Private
Limited
March 31, 2021 12,000 100 1,000 Cash Rights issue Allotment of 3,000 equity shares to 297,206 297,206,00
Nayana Patel, 750 equity shares to
Chandrakant Patel, 2,500 equity
shares to Mahendra Patel, 500

87
 Cumulative no Cumulative paid-
Date of No of Equity Face Issue price per Nature of Reasons / nature
Name of allottees of equity up equity share
allotment Shares value (₹) equity share (₹) considerations of allotment
shares capital (in ₹)
equity shares to Mamata Group
Corporate Services LLP and 5,250
equity shares to Bhagvati Patel
June 27 2022 Equity shares of face value of ₹ 100 each of the Company were sub-divided into Equity Shares of face value of ₹ 10 2,972,060 29,720,600
each. Consequently, the issued, subscribed, and paid-up share capital of the Company comprising equity shares 297,206
of face value of ₹ 100 each was sub-divided into 2,972,060 Equity Shares of face value of ₹ 10 each authorised by the
Board pursuant to the resolution at its meeting held on June 16, 2020 and Shareholders pursuant to the special resolution
at their meeting held on June 27, 2022.
June 3, 2023 (237,860) 10 1,100 Cash Buy back of Buyback of 49,080 Equity Shares 2,734,200 27,342,000
237,860 Equity from Mamata Management Services
Shares LLP, 39,200 Equity Shares from
Mamata Group Corporate Services
LLP, 36,000 Equity Shares from
Manzil Patel, 34,000 Equity Shares
from Bhagvatiben Patel, 20,000
Equity Shares from Hasmukhbhai
Patel jointly with Charuben Patel,
18,000 Equity Shares from
Charuben Patel jointly with
Hasmukhbhai Patel, 28,000 Equity
Shares from Nayana Patel jointly
with Bhavin Patel, 8,000 Equity
Shares from Bhavin Patel jointly
with Nayana Patel and 5,580 Equity
Shares from Chandrakant Patel.
June 01, 2024 218,736,00 10 Not applicable Not applicable Bonus issue in the Allotment of 2,120,000 Equity 24,607,800 246,078,000
ratio of 8:1 Shares to Nayana Mahendra Patel,
5,294,560 Equity Shares to
Mahendra Narsinhbhai Patel,
511,600 Equity Shares to
Chandrakant Baldevbhai Patel,
3,124,000 Equity Shares to
Bhagvati Chandrakant Patel,
6,310,560 Equity Shares to Mamata
Group Corporate Services LLP,

88
 Cumulative no Cumulative paid-
Date of No of Equity Face Issue price per Nature of Reasons / nature
Name of allottees of equity up equity share
allotment Shares value (₹) equity share (₹) considerations of allotment
shares capital (in ₹)
4,512,800 Equity Shares to Mamata
Management Services LLP and 80
Equity Shares to Pankti Birajkumar
Patel.

89
(b) History of Preference share capital

Date of No of Face Issue Nature of Name of allottees Reasons/nature

allotment Preference value price per consideration of allotment
Shares (₹) preference
share (₹)
March 150,000 100 100 Cash Allotment of 25,000 Further issue of
30, 1999 Preference Shares to Narsinh 15% Cumulative
Patel, 45,000 Preference Redeemable
Shares to Raiben Patel, 5,000 Preference Shares
Preference Shares to Narsinh having face value
K. Patel Karta, N K. Patel of ₹ 100 each
(HUF), 5,000 Preference
Shares to Nayana Patel and
70,000 Preference Shares to
Sun Corporate Services Private
Limited
May 12, (150,000) 100 100 Cash Allotment of 25,000 equity 150,000
2004 shares to Narsinh Patel, 45,000 Preference Shares
equity shares to Raiben Patel, having face value
5,000 equity shares to Narsinh of ₹ 100 each were
K. Patel Karta, Mahendra N redeemed by fresh
Patel (HUF)*, 5,000 equity issue 150,000
shares to Nayana Patel and equity shares
70,000 equity shares to Sun having face value
Corporate Services Private of ₹ 100 each
Limited
*5,000 preference shares were transferred from Narsinh K. Patel Karta, N K. Patel (HUF) to Mahendra N. Patel HUF on
December 27, 1999

2. Equity shares issued for consideration other than cash or out of revaluation of reserves

Our Company has not issued any Equity Shares out of revaluation reserves since its incorporation. Except as
disclosed below, our Company has not issued any equity shares for consideration other than cash since its
incorporation:

Date of No of Face Issue price Nature of Name of allottees Reasons/nature of

allotment Equity value per equity considerations allotment
Shares (₹) share (₹)
December 6 100 Not Other than Allotment of 3 equity Under the scheme of
08, 2020 Applicable cash shares to Mahendra Patel amalgamation of
and 3 equity shares to Mamata Extrusion
Chandrakant Patel Systems Private
Limited with our
Company

3. Allotment of equity shares pursuant to schemes of arrangement

Our Company has allotted the following Equity Shares pursuant to a scheme of merger and amalgamation
approved by the NCLT, Ahmedabad Bench on December 8, 2020, under Section 230-232 of the Companies Act,
2013:

Date of No of Face Issue price Nature of Name of allottees Reasons/nature of

allotment Equity value per equity considerations allotment
Shares (₹) share (₹)
December 6 100 Not Other than cash Allotment of 3 equity Under the scheme of
08, 2020 Applicable shares to Mahendra Patel amalgamation of
and 3 equity shares to Mamata Extrusion
Chandrakant Patel Systems Private

90
Date of No of Face Issue price Nature of Name of allottees Reasons/nature of
allotment Equity value per equity considerations allotment
Shares (₹) share (₹)
Limited with our
Company

4. Issue of equity shares at a price lower than the Offer Price in the last one year

Except for issue of Bonus Shares and as mentioned above under “Capital Structure – Notes to Capital Structure”
on page 84, our Company has not issued any Equity Shares at a price which may be lower than the Offer Price
during a period of one year preceding the date of this Red Herring Prospectus.

5. Issue of Equity Shares under employee stock option schemes

As on the date of this Red Herring Prospectus, our Company does not have any employee stock options scheme
or any employee stock option plan.

6. Shareholding pattern of our Company

The table below presents the equity shareholding pattern of our Company as on the date of this Red Herring
Prospectus:

91
 Shareholdi Number of
ng, as a % Number of Equity Shares
Number of Voting Rights held in each assuming locked in pledged or
Num Shareholdi Number
class of securities (IX) full Equity Shares otherwise
ber ng as a % of Equity
conversion (XII) encumbered
of Numb of total shares
of (XIII
partl er of Total number of underlyin
Number of Voting Rights convertible
Number of y shares number of Equity g Number of
Category securities
Number of fully paid up paid- underl Equity Shares outstandi Equity Shares
Category of (as a As a As a
shareholde Equity up ying Shares held (calculated ng held in
(I) sharehold percentage % of % of
rs (III)* Shares held Equi Deposi (VII) as per Total convertibl dematerialized
er (II) Clas of diluted total total
(IV) ty tory =(IV)+(V)+ SCRR, as a % e form (XIV)
Class s Equity Numb Equit Numb Equit
Shar Receip (VI) 1957) of securities
(Equity (Ot Total Share er (a) y er (a) y
es ts\ (VI) (VIII) As a (A+B+ (including
Shares) hers capital) Share Share
held % of C) warrants)
) (XI)= s held s held
(V) (A+B+C2) (X)
(VII)+(X) (b) (b)
As a % of
(A+B+C2)
Promoter 7 22,749,910 - - 22,749,910 92.45 22,749,910 - 22,749,910 92.45 - - - - - - 22,749,910
and
(A)
Promoter
Group
(B) Public 42 1,857,890 - - 1,857,890 7.55 1,857,890 - 1,857,890 7.55 - - - - - - 1,857,890
Non - - - - - - - - - - - - - - - - -
Promoter-
(C)
Non
Public
Shares - - - - - - - - - - - - - - - - -
(C1) underlying
DRs
Shares - - - - - - - - - - - - - - - - -
held by
(C2)
Employee
Trusts
Total 49 24,607,800 - 24,607,800 100.00 24,607,800 24,607,800 100.00 - - - - - 24,607,800
* This reflects the total number of folios, including Shareholders holding Equity Shares under more than one folio

92
7. Details of shareholding of the major Shareholders of our Company

As on the date of this Red Herring Prospectus, our Company has 49 Shareholders.

a) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our
Company as on the date of this Red Herring Prospectus.

Sr. Shareholder Number of Equity Shares Percentage of pre-Offer

No. of face value of ₹ 10 each Equity Share capital (%)
1. Mahendra Patel 5,743,674 23.34
2. Chandrakant Patel 575,550 2.34
3. Nayana Patel 1,967,931 8.00
4. Bhagvati Patel 3,205,694 13.03
5. Mamata Group Corporate Services LLP 6,563,376 26.67
6. Mamata Management Services LLP 4,693,595 19.07
Total 22,749,820 92.45

b) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our
Company as of 10 days prior to the date of this Red Herring Prospectus.

Sr. Shareholder Number of Equity Shares Percentage of pre-Offer

No. of face value of ₹ 10 each Equity Share capital (%)
1. Mahendra Patel 5,743,674 23.34
2. Chandrakant Patel 575,550 2.34
3. Nayana Patel 1,967,931 8.00
4. Bhagvati Patel 3,205,694 13.03
5. Mamata Group Corporate Services LLP 6,563,376 26.67
6. Mamata Management Services LLP 4,693,595 19.07
Total 22,749,820 92.45

c) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our
Company as of one year prior to the date of this Red Herring Prospectus.

Sr. Shareholder Number of Equity Shares Percentage of pre-Offer

No. of face value of ₹ 10 each Equity Share capital (%)
1. Mahendra Patel 661,830 24.21
2. Chandrakant Patel 63,950 2.34
3. Nayana Patel 265,000 9.69
4. Bhagvati Patel 390,500 14.28
5. Mamata Group Corporate Services LLP 788,820 28.85
6. Mamata Management Services LLP 564,100 20.63
Total 2,734,200 100.00

d) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our
Company as of two years prior to the date of this Red Herring Prospectus.

Sr. Shareholder Number of Equity Shares Percentage of pre-Offer

No. of face value of ₹ 10 each Equity Share capital (%)
1. Mahendra Patel 661,830 22.27
2. Chandrakant Patel 69,530 2.34
3. Nayana Patel 265,000 8.92
4. Bhagvati Patel 424,500 14.28
5. Mamata Group Corporate Services LLP 828,020 27.86
6. Mamata Management Services LLP 613,180 20.63
Total 2,862,060 96.30

8. Details of Shareholding of our Directors, Key Managerial Personnel and Senior Management in our
Company

93
Expect as disclosed below no other Director, Key Managerial Personnel and Senior Management of our Company
hold any Equity Shares of our Company:

Sr No Name Number of Equity Percentage of the Percentage of the

Shares pre-Offer Equity post-Offer Equity
Share capital (%) Share capital (%)*
Director
1. Mahendra Patel 5,743,674 23.34 [●]
2. Chandrakant Patel 575,550 2.34 [●]
*To be updated at Prospectus stage

9. Details of Shareholding of our Promoter, members of Promoter Group in our Company and the
directors/ designated partners of our Promoters

As on the date of this Red Herring Prospectus, our Promoters, Mahendra Patel, Chandrakant Patel, Nayana Patel,
Bhagvati Patel, Mamata Group Corporate Services LLP and Mamata Management Services LLP collectively hold
22,749,820 Equity Shares aggregating to approximately 92.45 % of the issued, subscribed and paid-up Equity
Share capital of our Company.

Set forth below is the the pre-issue and post-issue shareholding of our Promoters:

Pre-Offer Equity Share capital Post-Offer Equity Share capital*

Sr. Number of
Name Number of Equity % of total
No. Equity % of total shareholding
Shares shareholding
Shares
1. Mahendra [●] [●]
5,743,674 23.34
Patel
2. Chandrakant [●] [●]
575,550 2.34
Patel
3. Nayana Patel 1,967,931 8.00 [●] [●]
4. Bhagvati Patel 3,205,694 13.03 [●] [●]
5. Mamata Group [●] [●]
Corporate 6,563,376 26.67
Services LLP
6. Mamata [●] [●]
Management 4,693,595 19.07
Services LLP
Total 22,749,820 92.45 [●] [●]
*To be updated at Prospectus stage

Set forth below is the build-up of the equity shareholding of our Promoters, since incorporation of our Company.

94
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
Mahendra Patel
March 01, 1984 1,250 100 100 Cash Allotment of 1,250 equity shares Negligible
October 10, 1985 1,615 100 100 Cash Allotment of 1,615 equity shares Negligible
February 01, 1986 1 100 100 Cash Transfer of 1 equity share from Narsinh K. Patel Negligible
March 12, 1987 645 100 100 Cash Allotment of 645 equity shares Negligible
June 26, 1987 (1) 100 100 Cash Transfer of 1 equity share to Crescent Electronics Negligible
Private Limited
January 21, 1989 1,830 100 100 Cash Allotment of 1,830 equity shares Negligible
February 28, 1990 (5,340) 100 100 Cash Transfer of 2,725 equity shares to Nayana Patel (0.02)

Transfer of 2,615 equity shares to Nayana Patel,

(Guardian of minor Manish Patel) and to Nayana
Patel
December 27, 8,200 100 302.44 Cash Transfer of 8,200 equity shares from Anilbhai 0.03
1998 Patel to Mahendra N. Patel
December 27, 8,366 100 301.22 Cash Transfer of 8,366 equity shares from Bhargavi 0.03
1998 Patel to Mahendra N. Patel
March 31, 2004 3,002 100 700.22 Cash Transfer of 502 equity shares from Shantibhai K. 0.01
Patel to Mahendra N. Patel

Transfer of 500 equity shares from Shardaben S.

Patel to Mahendra N. Patel

Transfer of 500 equity shares from Rajendra S.

Patel to Mahendra N. Patel

95
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)

Transfer of 500 equity shares from Pankaj S. Patel

to Mahendra N. Patel

Transfer of 1,000 equity shares from Ami Mukul

Parikh to Mahendra N. Patel
June 15, 2006 5,000 100 NA Transmission Transmission of 5,000 equity shares from 0.02
Mahendra N. Patel (HUF)
October 21, 2011 8,400 100 2,500 Cash Transfer of 8,400 equity shares from Gurcharan 0.03
Singh Bhuller
July 26, 2013 25,000 100 NA Transmission Transmission of 25,000 equity shares from 0.10
Narsinh K. Patel (through transmission)
April 15, 2014 5,230 100 NA Gift Transfer of 5,230 equity shares from Brinda M. 0.02
Patel
September 26, (61,318) 100 500 Cash Transfer of 61,318 equity shares to Mamata (0.25)
2014 Management Services Private Limited
June 8, 2016 6,000 100 2,900 Cash Transfer of 6,000 equity shares from Naranbhai H. 0.02
Patel
January 18, 2017 6,000 100 2,900 Cash Transfer of 6,000 equity shares from Manibhai H. 0.02
Patel
March 27, 2018 53,200 100 NA Gift Gift of 53,200 equity shares from Tarana M. Patel 0.22
March 27, 2018 (3,400) 100 1,650 Cash Transfer of 800 equity shares to Bhavin M. Patel (0.01)
jointly with Nayana M. Patel

96
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
Transfer of 1000 equity shares to Hasmukhbhai K.
Patel jointly with Charuben H. Patel

Transfer of 800 equity shares to Nayana M. Patel

jointly with Bhavin M. Patel

Transfer of 800 equity shares to Harshadbhai H.

Patel jointly with Alkaben H. Patel
December 8, 2020 3 100 NA Other than Allotment of 3 equity shares under the scheme of Negligible
Cash amalgamation of Mamata Extrusion Systems
Private Limited with our Company
March 31, 2021 2,500 100 1,000 Cash Rights issue 0.01
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 66,183 equity shares of face value of ₹ 100 each held by Mahendra Patel was sub-divided into 661,830 Equity applicable
Shares of face value of ₹ 10 each.
December 15, (10) 10 NA Gift Transfer of 10 Equity Shares to Pankti D. Patel Negligible
2023
June 01, 2024 5,294,560 10 Not Not applicable Bonus Issue of 5,294,560 Equity Shares 21.52
applicable
November 14, (202,456) 10 243 Cash Transfer of 202,456 Equity Shares to Trishakti (0.82)
2024 Power Holdings Private Limited.
November 14, (10,250) 10 243 Cash Transfer of 10,250 Equity Shares to Vrudhi (0.04)
2024 Kirtikumar Doshi
Sub-total (A) 5,743,674 - - - - 23.34
Chandrakant Patel

97
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
March 12, 1987 100 100 100 Cash Allotment of 100 equity shares Negligible
1987 -1992* 200 100 - - Transfer of 200 Equity shares from Hasmukh Negligible
Bhavsar
February 21, 1995 300 100 NA NA Bonus Issue of 300 equity shares Negligible
March 28, 1996 2,000 100 400 Cash Allotment of 2,000 equity shares Negligible
October 21, 2011 3,600 100 2,500 Cash Transfer of 3,600 equity shares from Gurcharan 0.01
Singh Bhuller
December 8, 2020 3 100 NA Other than Allotment of 3 equity shares under the scheme of Negligible
Cash amalgamation of Mamata Extrusion Systems
Private Limited with our Company
March 31, 2021 750 100 1,000 Cash Rights issue Negligible
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 6,953 equity shares of face value of ₹ 100 each held by Chandrakant Patel was sub-divided into 69,530 Equity applicable
Shares of face value of ₹ 10 each.
June 03, 2023 (5,580) 10 1,100 Cash Buy back of 5,580 Equity Shares (0.02)
June 01, 2024 511,600 10 Not Not applicable Bonus issue of 511,600 Equity Shares 2.08
applicable
Sub-total (B) 575,550 - - - - 2.34
Nayana Patel
March 01, 1984 1,000 100 100 Cash Allotment of 1,000 equity shares Negligible
October 10, 1985 1,063 100 100 Cash Allotment of 1,063 equity shares Negligible
March 29, 1988 400 100 100 Cash Transfer of 50 equity shares from Shantilal C. Negligible
Mehta, 300 equity shares from Suvas by Guardian

98
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
Shishir S. Mehta and 50 equity shares from
Fulvantiben S. Mehta
December 17, 250 100 100 Cash Transfer of 250 equity shares from Gunvanti D. Negligible
1988 Shah jointly with Hiren D. Shah
January 21, 1989 1,762 100 100 Cash Allotment of 1,762 equity shares 0.01
February 28, 1990 2,726 100 100 Cash Transfer of 2,725 equity shares from Mahendra 0.01
Patel

Transfer of 1 equity share from Crescent

Electronic Private Limited

February 21, 1995 7,201 100 NA NA Bonus issue of 7,201 equity shares 0.03
May 12, 2004 5,000 100 100 Cash Allotment of 5,000 equity shares 0.02
December 20, 24,000 100 2,500 Cash Transfer of 12,000 equity shares from Gurcharan 0.10
2010 Singh Bhuller

Transfer of 12,000 equity shares from Keval

Kishan Kohli
May 16, 2015 (7,600) 100 1,500 Cash Transfer of 1,000 equity shares to Hasmukhbhai (0.03)
K. Patel jointly with Charuben H. Patel

Transfer of 1,000 equity shares to Charuben H.

Patel jointly with Hasmukhbhai K. Patel

99
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)

Transfer of 1,000 equity shares to Harshadbhai S.

Patel jointly with Alkaben H. Patel

Transfer of 1,000 equity shares to Alkaben H.

Patel jointly with Harshadbhai S. Patel

Transfer of 1,000 equity shares to Manubhai S.

Patel jointly with Nayana M. Patel

Transfer of 1,000 equity shares to Nayana M.

Patel jointly with Manubhai S. Patel

Transfer of 1,600 equity shares to Kashyap A.

Shah jointly with Jigna K. Shah
October 05, 2016 (12,302) 100 1,716 Cash Transfer of 12,302 equity shares to Mamata Group (0.05)
Corporate Services LLP
March 31, 2021 3,000 100 1,000 Cash Right Issue 0.01
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 26,500 equity shares of face value of ₹ 100 each held by Nayana Patel was sub-divided into 265,000 Equity Shares applicable
of face value of ₹ 10 each.
June 01, 2024 2,120,000 10 Not Not applicable Bonus issue of 2,120,000 Equity Shares 8.61
applicable
June 27, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Divya (0.11)
Aggarwal

100
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
June 27, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Gohil Sarvesh (0.11)
Atulkumar
June 27, 2024 (22,000) 10 180 Cash Transfer of 22,000 Equity Shares to Apoorva (0.09)
Khandelwal (HUF)
June 27, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Rahul (0.11)
Jamnaprasad Maheshwari
June 27, 2024 (41,600) 10 180 Cash Transfer of 41,600 Equity Shares to Jagdishprasad (0.17)
Khatuwala
June 27, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Amar (0.11)
Harshadbhai Patel
June 27, 2024 (26,469) 10 180 Cash Transfer of 26,469 Equity Shares to Pritesh (0.11)
Pravinchandra Vora
July 16, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Pitam Goel (0.11)
HUF
July 16, 2024 (165,000) 10 180 Cash Transfer of 165,000 Equity Shares to Minerva (0.67)
Ventures Fund
July 16, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Nova Global (0.11)
Opportunities Fund PCC – Touchstone
Total (C) 1,967,931 - - - - 8.00
Bhagvati Patel
February 12, 2011 37,200 100 100 Cash Allotment of 37,200 equity shares 0.17
March 31, 2021 5,250 100 1,000 Cash Right issue 0.02
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 42,450 equity shares of face value of ₹ 100 each held by Bhagvati Patel was sub-divided into 424,500 Equity Shares applicable
of face value of ₹ 10 each.

101
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
June 03, 2023 (34,000) 10 1,100 Cash Buy-back of 34,000 Equity Shares (0.16)
June 01, 2024 3,124,000 10 Not Not applicable Bonus issue of 3,124,000 Equity Shares 12.70
applicable
July 16, 2024 (27,700) 10 180 Cash Transfer of 27,700 Equity Shares to GJNX (0.11)
Ventures held in the names of Gunavanth Kumar
Rekha and Gunvant Kumar Neha
July 16, 2024 (27,700) 10 180 Cash Transfer of 27,700 Equity Shares to 1955 Venture (0.11)
Fund held in the names of Jinendra G and Gotham
Chand
July 16, 2024 (27,700) 10 180 Cash Transfer of 27,700 Equity Shares to Sandeep (0.11)
Bhandari
July 16, 2024 (27,700) 10 180 Cash Transfer of 27,700 Equity Shares to Shagun (0.11)
Capital Venture held in the names of Shankesh
Vijayakumar and Manav Vijayakumar
July 16, 2024 (25,000) 10 180 Cash Transfer of 25,000 Equity Shares to Parimal (0.10)
Vijaybhai Khakharia
July 16, 2024 (27,700) 10 180 Cash Transfer of 27,700 Equity Shares to (0.11)
Akilandeswari Selvamurthy
July 16, 2024 (14,007) 10 180 Cash Transfer of 14,007 Equity Shares to Vinod (0.06)
Tarachand Agrawal
July 16, 2024 (13,500) 10 180 Cash Transfer of 13,500 Equity Shares to (0.05)
Shubhalakshmi Polyesters Limited
July 16, 2024 (13,500) 10 180 Cash Transfer of 13,500 Equity Shares to SVAR Family (0.05)
Trust held in the names of Swapnil Jatinbhai Shah
and Hemant Ishwarlal Modi
November 14, (83,500) 10 243 Cash Transfer of 83,500 Equity Shares to Manish (0.34)
2024 Ramniwas Goyal

102
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
November 14, (20,799) 10 243 Cash Transfer of 20,799 Equity Shares to (0.08)
2024 Rashmi Rajkumar Karnani
Total (D) 3,205,694 - - - - 13.03
Mamata Group Corporate Services LLP
May 12, 2004 70,000 100 100 Cash Allotment of 70,000 equity shares 0.28
October 05, 2016 12,302 100 1,716 Cash Transfer of 12,302 equity shares from Nayana M. 0.05
Patel
March 31, 2021 500 100 1,000 Cash Rights issue Negligible
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 82,802 equity shares of face value of ₹ 100 each held by Mamata Group Corporate Services LLP was sub-divided applicable
into 828,020 Equity Shares of face value of ₹ 10 each.
June 03, 2023 (39,200) 10 1,100 Cash Buy-back of 39,200 Equity Shares (0.16)
June 01, 2024 6,310,560 10 Not Not applicable Bonus issue of 6,310,560 Equity Shares 25.64
applicable
June 27, 2024 (24,300) 10 180 Cash Transfer of 24,300 Equity Shares to Darshna (0.10)
Khakharia
June 27, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to NG Family (0.11)
Trust held in the names of Nitin Govindbhai Patel
and Gitaben Nitinbhai Patel
June 28, 2024 (16,469) 10 180 Cash Transfer of 16,469 Equity Shares to Rahul (0.07)
Jayantilal Shah
June 28, 2024 (41,500) 10 180 Cash Transfer of 41,500 Equity Shares to Pushpa (0.17)
Keshavlal Raichura
June 28, 2024 (27,000) 10 180 Cash Transfer of 27,000 Equity Shares to Komalaya (0.11)
Investrade Private Limited

103
Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
July 16, 2024 (218,700) 10 180 Cash Transfer of 218,700 Equity Shares to Darshna (0.89)
Khakharia
November 14, (80,500) 10 243 Cash Transfer of 80,500 Equity Shares to Thinqwise (0.33)
2024 Wealth Managers LLP
November 14, (40,000) 10 243 Cash Transfer of 40,000 Equity Shares to Sushma (0.16)
2024 Manish Goyal
November 14, (40,535) 10 243 Cash Transfer of 40,535 Equity Shares to Kishori (0.16)
2024 Rajesh Shah
November 14, (20,000) 10 243 Cash Transfer of 20,000 Equity Shares to Gaurav N (0.08)
2024 Lodha
Total (E) 6,563,376 - - - - 26.67
Mamata Management Services LLP
September 26, 61,318 100 500 Cash Transfer of 61,318 equity shares from Mahendra 0.25
2014 Patel
June 27, 2022 Equity shares of face value of ₹ 100 each of our Company were sub-divided into Equity Shares of face value of ₹ 10 each. Not
Consequently, the 61,318 equity shares of face value of ₹ 100 each held by Mamata Management Services LLP was sub-divided into applicable
613,180 Equity Shares of face value of ₹ 10 each.
June 03, 2023 (49,080) 10 1,100 Cash Buy-back of 49,080 Equity Shares (0.20)
June 01, 2024 4,512,800 10 Not Not applicable Bonus issue of 4,512,800 Equity Shares 18.34
applicable
June 27, 2024 (1,10,000) 10 180 Cash Transfer of 110,000 Equity Shares to Vishrut C (0.45)
Pathak
June 27, 2024 (55,000) 10 180 Cash Transfer of 55,000 Equity Shares to VPK Global (0.22)
Ventures Fund - VPK Global Ventures Fund –
Scheme I

104
 Pre-Offer
Date of No of Equity Shares Face value (₹) Issue/ Nature of Nature of transaction Percentage
allotment/ Transfer/ considerations of Equity
transfer/ Acquisition/ Share
acquisition/ Buy Buy Back capital of
Back of equity price per the
shares equity share Company
(₹) (%)
June 27, 2024 (33,845) 10 180 Cash Transfer of 33,845 Equity Shares to Shikhar (0.14)
Enterprises
July 16, 2024 (55,000) 10 180 Cash Transfer of 55,000 Equity Shares to Mohit (0.22)
Vinodkumar Agrawal
November 14, (119,210) 10 243 Cash Transfer of 119,210 Equity Shares to Amar (0.48)
2024 Harshadbhai Patel
November 14, (10,250) 10 243 Cash Transfer of 10,250 Equity Shares to Drashti Parin (0.04)
2024 Shah
Total (F) 4,693,595 - - - - 19.07
Total 22,749,820 - - - - 92.45*
(A+B+C+D+E+F)
*Rounded-Off
Note - We have been unable to ascertain the acquisition price and the nature of consideration and date for the transfer due to non-availability of the share transfer deeds and
allotment of shares. For further details, see Risk Factor no.9 on page 40 of this Red Herring Prospectus.

105
The following documents filed by us with the RoC and that were not sighted in the course of physical inspection
at the office of Registrar of Companies, Ahmedabad:

Document Name Date Of Filing

Allotment of Shares
Form 2 – Allotment of 24000 Equity Shares on 21/02/1995 19/04/1995
Form 2 – Allotment of 50000 Equity Shares on 28/03/1996 26/04/1996

Alteration of share capital

Form 5 Increase in Authorized Capital from Rs.100 lakh to Rs.300 lakh 06/04/1999

Registration of resolution(s) and agreement(s)

From 23 - Capitalization of Reserve 04/04/1995
Form 23 – Issue of 50000 Equity shares of Rs,100/- each at a premium of Rs.300/- per share 30/04/1996
Form – 23 (1) Revision in Remuneration of Executive Director (2) Revision in remuneration
10/11/1998
of Managing Director (3) Buyback of shares (4) Alteration of Articles of Association

Following document were not traceable/available with the Company and also not available on during online search
at the MCA Portal maintained by the Ministry of Corporate Affairs and physical search at RoC office but extracted
from various secretarial records of the Company:

Document Name Date of Filing

Allotment of Shares
Form 2 – Allotment of 10180 Equity Shares on Not found
01/03/1984
Form 2 – Allotment of 4218 Equity Shares on Not found
01/10/1985
Form 2 – Allotment of 1600 Equity Shares on Not found
12/03/1987
Form 2 – Allotment of 8,000 Equity Shares on Not found
21/01/1989

Certain share transfer forms are also not traceable by our Company which includes the transfer of 1 Equity Share
to Mahendra Patel from Narsinh K. Patel on February 01, 1986, transfer of 1 Equity Share from Mahendra Patel
to Crescent Electronics Private Limited on June 26, 1987, transfer of 200 Equity Shares to Chandrakant Patel
from Hasmukh Bhavsar, transfer of 50 Equity Shares from Shantilal C. Mehta to Nayana Patel on March 29, 1988,
300 Equity Shares from Suvas by Guardian Shishir S. Mehta to Nayana Patel on March 29, 1988 and 50 Equity
Shares from Fulvantiben S. Mehta to Nayana Patel on March 29, 1988.

While certain information in relation to the allotments and Share transfers have been disclosed in the section titled
“Capital Structure” beginning on page 84, in this Red Herring Prospectus, based on annual reports of our
Company, annual returns, board resolutions and other corporate records of our Company. Our Company relied on
certificate issued by M/s. Raval Mistry & Associates, Company Secretaries, in the search report dated June 28,
2024.

We may not be able to furnish any further information, other than what is already disclosed in “Capital Structure”
beginning on page 84, or assure that the other records will be available in the future.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares. Further, none of the Equity Shares held by our Promoters are pledged as of the date of this Red
Herring Prospectus.

The entire shareholding of our Promoters is in dematerialised form as of the date of this Red Herring Prospectus

Except as disclosed below, the members of the Promoter Group (other than our Promoters) do not hold any Equity
Shares as on the date of this Red Herring Prospectus:

106
 Pre-Offer Equity Share capital Post-Offer Equity Share capital*
Sr. Number
Shareholder Number of Equity % of total
No. of Equity % of total shareholding
Shares shareholding
Shares
1. Pankti Patel 90 Negligible [●] [●]
*To be updated at Prospectus Stage

Shareholding of the directors/ designated partners of our Promoters

Set forth below is the the pre-issue and post-issue shareholding of directors/ designated partners of our Promoters

Pre-Offer Equity Share capital Post-Offer Equity Share capital*

Sr. Number of
Name Number of Equity % of total
No. Equity % of total shareholding
Shares shareholding
Shares
1. Mahendra 5,743,674 23.34 [●] [●]
Patel
2. Chandrakant 575,550 2.34 [●] [●]
Patel
3. Nayana Patel 1,967,931 8.00 [●] [●]
Total 8,287,155 33.68 [●] [●]
*To be updated at Prospectus stage

(a) Details of Promoters’ contribution and lock-in for eighteen months

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by the Promoters, except for the Equity Shares offered pursuant
to the Offer for Sale, shall be locked in for a period of eighteen months as minimum Promoter’s contribution
(“Minimum Promoter’s Contribution”) from the date of Allotment and the shareholding of the Promoters in
excess of 20% of the fully diluted post-Offer Equity Share capital shall be locked in for a period of six months
from the date of Allotment.

(b) Details of the Equity Shares to be locked-in for eighteen months from the date of Allotment as
Minimum Promoter’s Contribution are set forth in the table below*:

Date up
Date of to
allotme Issue/ Percenta which
Percenta
Number nt of Face Acquisi ge of the
ge of
Name of of Equity Nature Value tion the Equity
the pre-
the Equity Shares of per price post- Shares
Offer
Promot Shares and transact Equity per Offer are
paid-up
ers locked- when ion Share Equity paid-up subject
capital
in made (₹) Share capital to lock-
(%)
fully (₹) (%) in
paid-up

[●] [●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]

* To be included in the Prospectus.

(c) Our Promoters have given consent to include such number of Equity Shares held by them as may constitute
20% of the fully diluted post-Offer Equity Share capital of our Company as the Minimum Promoters’
Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise
encumber in any manner, the Promoter’s Contribution from the date of filing of the Draft Red Herring
Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under

107
 SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
The Minimum Promoters’ Contribution has been brought in to the extent of not less than the specified
minimum lot and from the persons defined as “promoter” under the SEBI ICDR Regulations.

(d) Our Company confirms that the Equity Shares that are being locked-in are not and will not be, ineligible
for computation of Minimum Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR
Regulations.

In this connection, please note that:

i. The Equity Shares offered for Minimum Promoter’s Contribution do not include (a) Equity Shares acquired
in the three immediately preceding years for consideration other than cash except for Bonus Issue of Equity
Shares and involving any revaluation of assets or capitalisation of intangible assets in such transaction, (b)
Equity Shares resulting from bonus issue by utilization of revaluation reserves or unrealised profits of our
Company or bonus shares issued against Equity Shares, which are otherwise ineligible for computation of
Minimum Promoter’s Contribution.
ii. The Minimum Promoter’s Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are being offered
to the public in the Offer except for Bonus Issue of Equity Shares.
iii. Our Company has not been formed by the conversion of one or more partnership firms or of a limited
liability partnership firm into a Company.
iv. The equity shares held by the Promoters and offered for Minimum Promoters’ Contribution are not subject
to any pledge; and
v. All the equity shares held by the Promoters are held in dematerialised form.

10. Details of equity share capital locked-in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our Company
will be locked-in for a period of six months from the date of Allotment in the Offer, except for; (i) the Promoters’s
Contribution which shall be locked in as above (ii) Offered Shares, which are successfully sold and transferred as
part of the Offer for Sale.

11. There has been no acquisition of equity shares with any special rights including any right to nominate
Directors on our Board, in the immediately preceding three years (including the immediately preceding one
year) by our Promoters, the Selling Shareholders, members of the Promoter Group and Shareholders.

12. Lock-in of Equity Shares Allotted to Anchor Investors

Fifty percent (50%) of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be
locked in for a period of 30 days from the date of Allotment, and the remaining fifty percent (50%) of the Equity
Shares Allotted to the Anchor Investors shall be locked in for 90 days from the date of Allotment.

13. Recording on non-transferability of Equity Shares locked-in

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.

14. Other requirements in respect of lock-in

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, as
mentioned above, may be pledged as collateral security for a loan granted by a scheduled commercial bank, a
public financial institution, NBFC-SI or a deposit taking housing finance company, subject to the following:

(i) With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan; and

(ii) With respect to the Equity Shares locked-in as Minimum Promoter’s Contribution for eighteen months
from the date of Allotment, the loan must have been granted to our Company or our Subsidiary for the
purpose of financing one or more of the objects of the Offer and such pledge of the Equity Shares must be
one of the terms of the sanction of the loan, which is not applicable in the context of this Offer.

108
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has expired in
terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in,
terms of Regulation 16 of the SEBI ICDR Regulations, may be transferred to and amongst the members of our
Promoter Group or a new promoter, subject to continuation of lock-in, in the hands of such transferee, for the
remaining period and compliance with provisions of the Takeover Regulations , as applicable and such transferees
shall not be eligible to transfer them till the lock-in period stipulated under the SEBI ICDR Regulations has
expired.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our
Promoters) prior to the Offer and locked-in for a period of six months from the date of Allotment in the Offer,
may be transferred to any other person holding Equity Shares which are locked-in along with the Equity Shares
proposed to be transferred, subject to the continuation of the lock-in in the hands of such transferee and compliance
with the applicable provisions of the Takeover Regulations. However, it should be noted that the Offered Shares
which will be transferred by the respective Selling Shareholders in the Offer for Sale shall not be subject to lock-
in.

15. There is no proposal or intention, negotiations and consideration of our Company to alter its capital structure
for a period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the
denomination of Equity Shares, or further issue of Equity Shares (including issue of securities convertible
into or exchangeable for, directly or indirectly into Equity Shares), whether on a preferential basis or issue
of bonus or rights or further public issue of Equity Shares. However, if our Company enters into acquisitions,
joint ventures or other arrangements, our Company may, subject to necessary approvals, consider raising
additional capital to fund such activity or use Equity Shares as consideration for acquisitions or participation
in such joint ventures or other arrangements.

16. There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from filing of this Red Herring
Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or refund of
application monies.

17. Except as disclosed above, none of our Promoters, members of the Promoter Group and / or our Directors
and their relatives have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of this Red Herring Prospectus. For details of acquisitions by our Promoters
and members of the Promoter Group during the period, please see “Capital Structure - Details of price at
which specified securities were acquired in the three years preceding the date of this Red Herring
Prospectus” on page 109.

18. There have been no financing arrangements whereby our Promoters, members of the Promoter Group or our
Directors and their relatives have financed the purchase by any other person of securities of our Company
during a period of six months immediately preceding the date of this Red Herring Prospectus.

19. All Equity Shares issued pursuant to the Offer shall be fully paid-up at the time of Allotment and there are
no partly paid-up Equity Shares as on the date of this Red Herring Prospectus.

20. As on the date of this Red Herring Prospectus, the Book Running Lead Manager, its associates, as defined
under the SEBI Merchant Bankers Regulations, do not hold any Equity Shares. The Book Running Lead
Manager, its associates may engage in the transactions with and perform services for our Company in the
ordinary course of business or may in the future engage in commercial banking and investment banking
transactions with our Company for which they may in the future receive customary compensation.

21. Details of price at which specified securities were acquired in the three years preceding the date of this
Red Herring Prospectus

The details of the price at which Equity Shares were acquired in the three years preceding the filing of this Red
Herring Prospectus, by each of the Promoters, members of the Promoter group, Selling Shareholders, and
Shareholders with the right to nominate Directors or any other rights are as follows:

109
 Name of the Date of acquisition of Number of Equity Acquisition price per
acquirer/shareholder equity shares Shares acquired@ equity share^ (in ₹)
Promoters
Mahendra Patel June 01, 2024* 5,294,560 NA

Chandrakant Patel June 01, 2024* 511,600 NA

Nayana Patel June 01, 2024* 2,120,000 NA

Bhagvati Patel June 01, 2024* 3,124,000 NA

Mamata Group Corporate

Services LLP June 01, 2024* 6,310,560 NA
Mamata Management June 01, 2024* 4,512,800 NA
Services LLP
Promoter Group
Pankti Patel December 15, 2023 10 NA
June 01, 2024* 80 NA
Selling Shareholders
Mahendra Patel June 01, 2024* 5,294,560 NA
Nayana Patel June 01, 2024* 2,120,000 NA
Bhagvati Patel June 01, 2024* 3,124,000 NA
Mamata Group Corporate June 01, 2024* 6,310,560 NA
Services LLP
Mamata Management June 01, 2024* 4,512,800 NA
Services LLP
Other Shareholders with special rights – Nil
^ As certified by the Statutory Auditor by way of their certificate dated December 12, 2024.
@
Sub-division of equity shares on June 27, 2022 is not considered as an acquisition of equity share.
*Allotment of 2,120,000 Equity Shares to Nayana Patel, 511,600 Equity Shares to Chandrakant Patel, 5,294,560
Equity Shares to Mahendra Patel, 6,310,560 Equity Shares to Mamata Group Corporate Services LLP, 3,124,000
Equity Shares to Bhagvati Patel, 4,512,800 Equity Shares to Mamata Management Services LLP and 80 Equity
Shares to Pankti Patel by way of bonus issue.

As on the date of this Red Herring Prospectus, the Company does not have any shareholders entitled with right to
nominate Directors or any other rights.

22. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and the members of
the Promoter Group during the period between the date of this Red Herring Prospectus with SEBI and the
date of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of such transaction.

23. Our Company, the Promoters, our Directors and the Book Running Lead Manager have no existing
buyback arrangements or any other similar arrangements as prescribed in clause 8 B (I) of Schedule VI of
SEBI (ICDR) Regulations for the purchase of Equity Shares of our Company.

24. The number of shareholders of our Company have not exceeded 49/200 as per Companies Act, 1956 or
Companies Act, 2013, as applicable.

25. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments
convertible into Equity Shares as on the date of this Red Herring Prospectus.

26. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

27. Our Promoters will not participate in the Offer, except to the extent of the sale of Offered Shares by way
of Offer for Sale.

28. No person connected with the Offer, including, but not limited to, the Book Running Lead Manager, the
members of the Syndicate, our Company, our Directors, our Promoters, members of our Promoter Group

110
 or Group Companies, shall offer any incentive, whether direct or indirect, in any manner, whether in cash
or kind or services or otherwise to any Bidder for making a Bid.

29. Except as disclosed in this section, our Company has not undertaken any rights issue of any kind or class
of securities in terms of SEBI ICDR Regulations, since its incorporation. Further, our Company has not
undertaken any public issue of securities in terms of SEBI ICDR Regulations, since its incorporation.

111
 OBJECTS OF THE OFFER

The objects of the Offer are to (i) to carry out the Offer for Sale of up to 7,382,340 Equity Shares by the Selling
Shareholders; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. Further, our
Company expects that listing of the Equity Shares will enhance our visibility and brand image and provide
liquidity to our Shareholders and will also provide a public market for the Equity Shares in India.

Utilisation of the Offer Proceeds by Selling Shareholder

Our Company will not receive any proceeds from the Offer (the “Offer Proceeds”) and all the Offer Proceeds
will be received by the Selling Shareholders post deduction of Offer related expenses to be borne by the Selling
Shareholders. For details of Offered Shares by the Selling Shareholder, see “Other Regulatory and Statutory
Disclosures” beginning on page 362.

Offer Expenses

The total Offer related expenses are estimated to be approximately ₹ [●] million. The Offer related expenses
primarily include fees payable to the BRLM and legal counsels, fees payable to the Auditors, brokerage and selling
commission, underwriting commission, commission payable to Registered Brokers, RTAs, CDPs, SCSBs’ fees,
Sponsor Banks’ fees, Registrar’s fees, printing and stationery expenses, advertising and marketing expenses and
all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.

The Offer expenses are estimated to be approximately ₹ [●] million. The Offer expenses comprise, among other
things, the listing fee, underwriting fee, selling commission and brokerage, fees payable to the Book Running
Lead Managers, legal counsels, Registrar to the Offer, Escrow Collection Bank, processing fee to the SCSBs for
processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs,
brokerage and selling commission payable to Registered Brokers, CRTAs and CDPs, fees payable to the Sponsor
Bank(s) for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses,
auditor’s fee and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. All Offer
related expenses will be solely borne by the Selling Shareholders in accordance with applicable law, including
Section 28(3) of the Companies Act, 2013, other than the listing fees which will be solely borne by the Company.
All expenses relating to the Offer shall be paid by the Company on behalf of the Selling Shareholders in the first
instance, until the date of listing of equity shares. All expenses shall be deducted from the Offer proceeds and
only the balance amount shall be paid to the Selling Shareholders in proportion to the Offered Shares. In the event
the Offer is withdrawn or unsuccessful, each Selling Shareholder shall reimburse the Company for any expenses
incurred by the Company on behalf of such Selling Shareholder as mutually agreed

The break-up for the estimated Offer expenses is set forth below:

Estimated As a % of the As a % of
Activity expenses1 (in total estimated the total
₹million) Offer expenses1 Offer size1
Fees and commissions payable to the BRLM
(including any underwriting commission, [●] [●] [●]
brokerage and selling commission)
Commission/processing fee for SCSBs, Sponsor
Bank(s) and Bankers to the Offer. Brokerage,
underwriting commission and selling commission [●] [●] [●]
and bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs 234 56
Fees payable to the Registrar to the Offer [●] [●] [●]
Statutory Auditors, for issuing the Restated
Consolidated Financial Information, for providing
the statement of special direct and indirect tax
benefits available to our Company and to our [●] [●] [●]
Shareholders, and to verify the details and
provided certifications with respect to certain
information included in the Offer Document

112
 Estimated As a % of the As a % of
Activity expenses1 (in total estimated the total
₹million) Offer expenses1 Offer size1
Industry Report provider for preparing the industry
report, commissioned and paid for by our [●] [●] [●]
Company
Others [●] [●] [●]
- Exchange fees, SEBI filing fees, upload fees,
BSE & NSE processing fees, book building [●] [●] [●]
software fees and other regulatory expenses
- Printing and distribution of issue stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Miscellaneous [●] [●] [●]
1. Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price.

2. Selling commission payable to the SCSBs on the portion for Retail Individual Investors, Eligible Employees
and Non-Institutional Investors which are directly procured and uploaded by the SCSBs, would be as follows:

Portion for Retail Individual Investors* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* 0.10% of the Amount Allotted (plus applicable taxes)
Employee Reservation Portion* 0.10% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured
in the Bid book of BSE or NSE. No additional uploading/processing charges shall be payable by our Company
and the Selling Shareholders to the SCSBs on the Bid cum Applications Forms directly procured by them.

3. Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker
code on the ASBA Form for Non-Institutional Investors and Qualified Institutional Bidders with bids above
₹0.50 million would be ₹ 10 plus applicable taxes, per valid application.

Notwithstanding anything contained above the total processing fee payable under this clause will not exceed
₹0.50 million (plus applicable taxes) and in case if the total processing fees exceeds ₹ 0.50 million (plus
applicable taxes) then processing fees will be paid on pro-rata basis for portion of (i) Non-Institutional
Bidders and (ii) Qualified Institutional Bidders, as applicable .

4. Selling commission of Retail Individual Bidders, Eligible Employees using the UPI mechanism and Non-
Institutional Bidders which are procured by Members of the Syndicate (including their sub-Syndicate
Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account
provided by some of the Registered Brokers which are members of Syndicate (including their sub-Syndicate
Members) would be as follows:

Portion for RIBs* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.10% of the Amount Allotted (plus applicable taxes)
Employee Reservation Portion* 0.10% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined:
(i) For Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees (up to ₹ 0.5 million), on
the basis of the application form number / series, provided that the application is also bid by the respective
Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application
form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will
be payable to the SCSB and not the Syndicate / sub-Syndicate Member.

(ii) For Non-Institutional Bidders (above ₹ 0.5 million), Syndicate ASBA Form bearing SM Code & Sub-
Syndicate Code of the application form submitted to SCSBs for Blocking of the Fund and uploading on the
Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form
number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be
payable to the Syndicate / Sub Syndicate members and not the SCSB.

113
The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be
handled directly by the respective sub-syndicate member.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be
determined on the basis of the bidding terminal ID as captured in the bid book of BSE or NSE.

5. Uploading Charges:

(i) payable to Members of the Syndicate (including their sub-Syndicate Members) on the applications made
using 3-in-1 accounts would be ₹ 10 plus applicable taxes, per valid application bid by the Syndicate
(including their sub-Syndicate members);
(ii) payable to SCSBs on the QIB Portion and Non-Institutional Bidders (excluding UPI Bids) which are
procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for
blocking and uploading would be ₹ 10 per valid application (plus applicable taxes).

The selling commission and bidding charges payable to Syndicate (including their sub-Syndicate Members) will
be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.

Notwithstanding anything contained above the total uploading charges payable under this clause will not exceed
overall maximum cap of ₹ 0.50 million (plus applicable taxes) and in case if the total uploading charges exceeds
₹ 0.50 million (plus applicable taxes) then processing fees will be paid on pro-rata basis for portion of (i) Retail
Individual Bidders (ii) Eligible Employees (iii) Non-Institutional Bidders, as applicable.

6. Selling commission/ uploading charges payable to the Registered Brokers on the portion for Retail Individual
Bidders (up to ₹ 200,000), Eligible Employees procured through UPI Mechanism and Non-Institutional
Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would
be as follows:

Portion for RIBs* ₹ 10 per valid application (plus applicable taxes)

Portion for Non-Institutional Bidders* ₹ 10 per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹ 10 per valid application (plus applicable taxes)
* Based on valid applications

Notwithstanding anything contained above the total Selling commission/ uploading charges payable to the
Registered Brokers under this clause will not exceed overall maximum cap of ₹ 0.50 million (plus applicable
taxes) and in case if the total Selling commission/ uploading charges exceeds ₹ 0.50 million (plus applicable
taxes) then Selling commission/ uploading charges will be paid on pro-rata basis for portion of (i) Retail
Individual Bidders (ii) Eligible Employees (iii) Non-Institutional Bidders, as applicable.

7. Uploading charges/ Processing fees for applications made by RIBs (up to ₹ 200,000) and Non-Institutional
Bidders (for an amount more than ₹ 200,000 and up to ₹ 500,000) using the UPI Mechanism would be as
under:

Members of the Syndicate / RTAs / CDPs/ ₹ 10 per valid application (plus applicable taxes)
Registered Brokers (uploading charges)*
Sponsor Bank / Escrow Bank HDFC Bank Limited

-up to 0.50 million Valid UPI Applications ₹ Nil /-per valid

application

-Above 0.50 million UPI valid applications ₹ 6.50 plus

applicable taxes per UPI Valid Application

The Sponsor Bank shall be responsible for making payments

to the third parties such as remitter bank, NPCI and such
other parties as required in connection with the performance
of its duties under the SEBI circulars, the Syndicate
Agreement and other applicable laws.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Escrow and Sponsor Bank Agreement.

114
* The total uploading charges/ processing fees payable to members of the Syndicate, RTAs, CDPs, Registered
Brokers will be subject to a maximum cap of ₹0.50 million (plus applicable taxes). In case the total uploading
charges/processing fees payable exceeds ₹0.50 million, then the amount payable to members of the Syndicate,
RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications
such that the total uploading charges / processing fees payable does not exceed ₹0.50 million.

Notwithstanding anything contained above the total processing / uploading / bidding charges under above clauses
payable to Syndicate/ Sub Syndicate members, SCSBs, RTAs, CDPs, Registered Brokers will not exceed ₹ 2.00
million (plus applicable taxes) and in case if the total uploading / bidding charges exceeds ₹ 2.00 million (plus
applicable taxes) then uploading charges will be paid on pro-rata basis except the fee payable to respective
Sponsor Bank.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using
the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the
bank accounts of investors (all categories).

Accordingly, Syndicate / sub-Syndicate Member shall not be able to accept Bid cum Application Form above ₹
0.50 million and the same Bid cum Application Form need to be submitted to SCSB for blocking of the fund and
uploading on the Stock Exchange bidding platform. To identify bids submitted by Syndicate / sub-Syndicate
Member to SCSB a special Bid-cum application form with a heading / watermark “Syndicate ASBA” may be used
by Syndicate / sub-Syndicate Member along with SM code and broker code mentioned on the Bid-cum-Application
Form to be eligible for brokerage on allotment. However, such special forms, if used for Retail Individual Investor
and Non Institutional Investor Bids up to ₹ 0.50 million will not be eligible for brokerage.

All processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Monitoring Utilization of Funds

Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company
is not required to appoint a monitoring agency for the Offer.

Other confirmations

Except to the extent of the proceeds received pursuant to the Offer for Sale, there is no arrangement whereby any
portion of the Offer proceeds will be paid to our Promoter, Promoter Group, our Directors, our Key Managerial
Personnel, our Senior Management or our Group Companies.

115
 BASIS OF OFFER PRICE

The Offer Price will be determined by our Company in consultation with the BRLM, on the basis of assessment
of market demand for the Equity Shares offered in the Offer through the Book Building Process and on the basis
of the qualitative and quantitative factors as described below. The face value of the Equity Shares is ₹ 10 each
and the Floor Price is [●] times the face value of Equity Shares and Cap Price is [●] times the face value of
Equity Shares.

Investors should also refer to the sections “Risk Factors”, “Our Business”, “Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages
33, 177, 248 and 319 respectively, to have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as
follows:

1. Among the leading exporter of machinery and equipment for converting machinery, packaging machinery
and co-extrusion blown film machinery and attachment;

2. Advanced manufacturing infrastructure and material knowledge to customize systems and products based on
customer specifications;

3. Technology-driven operations with a strong focus on quality, innovation-led research and development,
leading to products that cater to dynamic market requirements;

4. Customer--centric operations, with an extensive global sales and distribution network;

5. Skilled and experienced management team with committed employee base.

For further details, please see “Our Business – Our Competitive Strengths” on page 181.

Quantitative Factors

Certain information presented in this section relating to our Company is based on and derived from the Restated
Consolidated Financial Information. For details, see “Financial Information” beginning on page 248.

Some of the quantitative factors, which may form the basis for computing the Offer Price, are as follows:

1. Basic and Diluted Earnings per Share (“EPS”), as adjusted for changes in capital

As derived from the Restated Consolidated Financial Information:

Weighted Average EPS:

Financial Period Basic EPS (in ₹) and Weight

Diluted EPS (in ₹)
Financial Year ended March 31, 2024 14.65 3
Financial Year ended March 31, 2023 8.41 2
Financial Year ended March 31, 2022 8.11 1
Weighted Average EPS 11.48
Three months period ended June 30, 2024* 0.09
*Not Annualised
Notes:
i. Basic EPS (₹) = Basic earnings per share is calculated by dividing the Restated Profit for the year by the weighted average
number of Equity Shares outstanding during the year, after considering impact of sub-division and bonus issuance
retrospectively, for all periods presented.
ii. Diluted EPS (₹) = Diluted earnings per share is calculated by dividing the Restated Profit for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares outstanding
during the year, if any and after considering impact of sub-division and bonus issuance retrospectively, for all periods presented.

116
 iii. Earnings per Share calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’.
iv. The number of Equity Shares issued by our Company has remained constant as at March 31, 2024, March 31, 2023 and March
31, 2022 except for, Our Company has done sub-division of equity shares and issued Bonus Shares on June 27, 2022 and June
01, 2024 respectively and hence the number of equity shares outstanding for each of the three years and stub period considered
above has been adjusted retrospectively.
v. The above statements and tables should be read with Significant Accounting Policies and the Notes to the Restated Financial
Statements as appearing in Restated Financial Statements.
vi. Weighted average EPS= Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year / Total of weights.

Simple Average EPS:

Financial Period Basic & Diluted EPS (in ₹)

Financial Year ended March 31, 2024 14.65
Financial Year ended March 31, 2023 8.41
Financial Year ended March 31, 2022 8.11
Simple Average EPS 10.39
Three months period ended June 30, 2024* 0.09
*Not Annualised
Notes:
i. Basic EPS (₹) = Basic earnings per share is calculated by dividing the Restated Profit for the year by the weighted average
number of Equity Shares outstanding during the year, after considering impact of sub-division and bonus issuance
retrospectively, for all periods presented.
ii. Diluted EPS (₹) = Diluted earnings per share is calculated by dividing the Restated Profit for the year by the weighted average
number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares outstanding
during the year, if any and after considering impact of sub-division and bonus issuance retrospectively, for all periods presented.
iii. Earnings per Share calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’.
iv. The number of Equity Shares issued by our Company has remained constant as at March 31, 2024, March 31, 2023 and March
31, 2022, except for, Our Company has done sub-division of equity shares and issued Bonus Shares on June 27, 2022 and June
01, 2024 respectively and hence the number of equity shares outstanding for each of the three years and stub period considered
above has been adjusted retrospectively.
v. The above statements and tables should be read with Significant Accounting Policies and the Notes to the Restated Financial
Statements as appearing in Restated Financial Statements.
vi. Simple average EPS= Aggregate of year-wise EPS / Total number of years.

2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:

As derived from the Restated Consolidated Financial Information:

P/E at the lower end of Price P/E at the higher end of Price
Particulars
Band (number of times)* Band (number of times)*
Based on Basic EPS for the
Financial Year ended March 31, [●] [●]
2024
Based on Diluted EPS for the
Financial Year ended March 31, [●] [●]
2024

3. Industry P/E ratio

Based on the peer group information (excluding our Company) given below in this section:

Face value of Equity

Particulars P/E Ratio Name of Company
Shares (₹)
57.16 Rajoo Engineers 1.00
Highest
Limited
30.64 Kabra Extrusion 5.00
Lowest
Technik Limited
Industry average 43.90

117
Notes:
i. The industry high and low has been considered from the peers set provided later in this chapter. The industry average has been
calculated as the arithmetic average of P/E of the industry peers set disclosed in this section. For further details, see para 6
below – “Comparison of Accounting Ratios with Listed Industry Peers” on page 118.
ii. The industry P/E ratio mentioned above is based on earnings for the financial year ended March 31, 2024 and market price on
March 28, 2024.
iii. The P/E ratio of Windsor Machines Limited is Negative, hence it has not been considered for the above comparison.

4. Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information of our Company:

Particulars RoNW % Weight

Financial Year ended March 31, 2024 27.39 3
Financial Year ended March 31, 2023 17.67 2
Financial Year ended March 31, 2022 20.95 1
Weighted Average RoNW 23.08 -
Three months period ended June 30, 2024 (*) 0.16 -
*Not annualised

Notes:
i. Return on Net worth (%) = Restated Profit for the year as a percentage of the Closing Net worth as at the end of the year.
ii. “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the restated financial information, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation, where applicable, (in compliance
with the provisions of section 2(57) of the Companies Act, 2013 and regulation 2(1)(hh) of the SEBI ICDR Regulations) for the
three months period ended June 30, 2024 and financial years ended March 31, 2024, March 31, 2023 and March 31, 2022.
iii. Weighted average return on Net Worth = Aggregate of year-wise weighted Return on Net worth divided by the aggregate of
weights i.e. (Return on Net worth x Weight) for each year / Total of weights

5. Net Asset Value per Equity Share of face value of ₹ 10 each, as adjusted for changes in capital.

As derived from the Restated Consolidated Financial Information:

NAV derived from the Restated Consolidated

Period
Financial Information (₹)
As on June 30, 2024 53.98
As on March 31, 2024 53.59
As on March 31, 2023 47.62
As on March 31, 2022 38.71
At Floor Price: [●]
After the completion of the Offer
At Cap Price: [●]
Offer Price [●]
Notes:
i. Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
ii. Net Asset Value per Equity Share = Net worth divided by the outstanding number of equity shares outstanding at the end of the
year, after considering impact of sub-division and bonus issuance on June 27, 2022 and June 01, 2024 respectively.

6. Comparison of accounting ratios with listed industry peers

Brief profiles of our peers:

1. Rajoo Engineers Limited is mainly engaged in manufacturing and selling of Plastic Processing Machineries
and post Extrusion Equipment.
2. Kabra Extrusion Technik Limited is engaged in providing plastic extrusion machinery for manufacturing pipes
and films.
3. Windsor Machines Limited is in business of manufacturing of plastic processing machinery, which includes
pipe extrusion, blown film extrusion and injection moulding machines.

118
 Face EPS
value Total NAV
RoN
Name of the Standalone/ per income (₹ per P/E(3 CMP
(Dilut W
company Consolidated equity (in ₹ (Basic share) ) (₹)(7)
ed) (%)(4)
share million) ) (₹)(2) (5)(6)
(₹)(2)
(₹)
Mamata Machinery
Consolidated 10.00 2,413.08 14.65 14.65 53.59 [●] [●] 27.39
Limited

Listed peers(1)
Rajoo Engineers 57.1 194.9
Consolidated 1.00 2,012.86 3.41 3.41 20.59 16.59
Limited 6 0
Windsor Machines Nega
Limited Consolidated 2.00 3,569.18 (1.19) (1.19) 41.07 tive(8 66.07 (2.89)
)

Kabra Extrusion 134.5 30.6 296.3

Consolidated 5.00 6,146.55 9.80 9.67 7.48
Technik Limited 2 4 0
Source: Financial information for listed industry peers mentioned above is based on annual reports of peer companies for the year ended
March 31, 2024 submitted to stock exchanges and with respect to our company, the information is based on Restated Consolidated Financial
Information for the year ended March 31, 2024.
Notes:
(1) All the financial information for listed industry peer mentioned above is on a consolidated basis.
(2) Basic & Diluted EPS for peers sourced from the annual report for the Financial Year 2024, whereas for our Company it is based
on the Restated Consolidated Financial Information of Company.
(3) P/E Ratio has been computed based on the closing market price of equity shares on BSE on March 28, 2024, divided by the
Diluted EPS provided under Note 2 above.
(4) RoNW is computed as profit for the year/period attributable to owners of our Company divided by the Net Worth at the end of
the respective year/period attributable to the owners of our Company.
(5) NAV per Equity Share (in ₹) = net worth at the end of the year / number of equity shares outstanding at the end of the year.
(6) Net Worth means aggregate of equity share capital and other equity.
(7) CMP means the closing market price of the equity shares of the Company as on March 28, 2024.
(8) EPS of Windsor Machines Limited is Negative which resulted in Negative PE ratio.

7. The Offer Price is [●] times of the face value of the Equity Shares.

The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLM, on the basis of
assessment of demand from investors for Equity Shares through the Book Building Process and, is justified in
view of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 33, 177, 248 and 319, respectively, to have a more informed view. The trading price of the Equity
Shares could decline due to the factors mentioned in the “Risk Factors” on page 33 and you may lose all or part
of your investments.

8. Key Performance Indicators (“KPIs”)

The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis
for the Issue Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee
dated December 12, 2024. Further, the KPIs herein have been certified by Bathiya & Associates LLP, Chartered
Accountants pursuant to certificate dated December 12, 2024. This certificate has been included as a material
document for inspection in connection with the Issue. See “Material Contracts and Documents for Inspection”
on page 457.

Particulars Three months As of and for the Fiscal

period end June
30, 2024* 2024 2023 2022
Total Income (₹ in million) 291.93 2,413.08 2,101.29 1,965.68
Total revenue from operation (₹ in
276.20 2,366.11 2,008.65 1,922.47
million)

119
 Particulars Three months As of and for the Fiscal
period end June
30, 2024* 2024 2023 2022
Growth in Revenue from
NA 17.80 4.48 30.81
Operations (%)
EBITDA (₹ in million) (3.15) 471.78 237.44 299.38
EBITDA margins (%) (1.14) 19.94 11.82 15.57
PAT after exceptional items (₹ in
2.18 361.25 225.05 216.97
million)
PAT margin after exceptional
0.79 15.27 11.20 11.29
items (%)
Growth in PAT after exceptional
NA 60.52 3.72 107.60
items (%)
Return on Net Worth after
0.16 27.39 17.67 20.95
exceptional items (%)
RoE(%) 0.16 27.76 19.41 23.12
RoCE (%) (0.78) 31.29 15.71 25.73
Debt Equity Ratio 0.03 0.09 0.15 0.20
Operating Cash Flows (₹ in
(18.08) 193.74 171.70 371.92
million)
NA in the above table refers to not available
* The ratios have not been annualized
Notes:
i. Growth in Revenue from Operations is calculated as a percentage of Revenue from Operations of the relevant period minus
Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period.
ii. EBITDA = PBT before exceptional item + (finance Costs+ depreciation and amortization expenses) – other incomes.
iii. EBITDA Margin is EBITDA as a percentage of total revenue from operations.
iv. Growth in Revenue from Operations and Growth in PAT of our Company for the three months ended June 30, 2024 are not
disclosed in absence of comparative information for the three months period ended June 30, 2023.
v. PAT Margin is calculated as profit/ (loss) for the year/ period as a percentage of total revenue from operations.
vi. Return on Net Worth is PAT after exceptional items, as applicable, as a % of Closing Net Worth.
vii. RoE = Net profit after tax for the year/ period divided by Average Shareholder Equity
viii. RoCE = Earnings before interest and taxes divided by average capital employed. Capital Employed includes Tangible Net worth
(i.e. subtracting Net worth by Intangible Assets and Deferred Expenditure, if any), net deferred tax (asset)/ liability, Long-Term
Borrowing and Short-Term Borrowing.)
ix. Debt Equity Ratio = Total debt divided by total equity.

Operational KPIs of the company:

Three
month As of and for the Fiscal
Particulars period
ended June 2024 2023 2022
30, 2024
Workforce Strength 190 188 201 198
Number of machines sold 36 256 221 246
Contribution to revenue from operations of top
customers
Top 1 Customer (%) 36.02 7.17 5.33 7.51
Top 3 Customers (%) 49.37 16.08 13.86 14.59
Top 5 Customers (%) 59.62 21.39 19.67 20.19
Top 10 Customers (%) 74.64 31.69 30.00 30.59
Contribution to purchase material of top suppliers
Top 1 Supplier (%) 4.50 6.39 6.20 4.76

120
 Three
month As of and for the Fiscal
Particulars period
ended June 2024 2023 2022
30, 2024
Top 3 Suppliers (%) 13.01 13.66 13.39 12.33
Top 5 Suppliers (%) 19.16 18.28 19.09 18.17
Top 10 Suppliers (%) 28.28 26.36 28.30 29.35

Explanation for the Key Performance Indicators

KPI Explanation
Total Income: Total Income represents the scale of our business and provides information of
our Company’s operating and non-operating income
Total revenue from Revenue from Operations is used by our management to track the revenue profile
operation of the business and in turn helps assess the overall financial performance of our
Company and size of our business.
EBITDA: EBITDA provides information regarding the operational efficiency of the
business of our Company and enables comparison of year-on-year performance
of our business.
EBITDA Margin: EBITDA Margin is an indicator of the operational profitability of our business
before interest, depreciation, amortisation, and taxes.
PAT: PAT represents the profit / loss that our Company makes for the financial year
or during a given period. It provides information regarding the profitability of
the business of our Company.
PAT Margin: PAT Margin provides the financial benchmarking against peers as well as to
compare against the historical performance of our business.
Return on Net Worth Return on Net Worth is an indicator of our Company’s efficiency as it measures
our Company’s profitability, and is indicative of the profit generated by our
Company against the equity contribution
RoE(%) RoE provides how efficiently the Group generates profits from shareholders’
funds.
RoCE (%) ROCE provides how efficiently the group generates earnings from the average
capital employed in the business.
Debt Equity Ratio Debt-equity ratio is a gearing ratio which compares shareholder’s equity to
company debt to assess the company’s amount of leverage and financial
stability.
Operating Cash Flows Operating cash flows provides how efficiently our company generates cash
through its core business activities.
Workforce Strength Workforce strength shows the Employees strength of our Company.
Number of machines sold This metric enables us to track the number of machines sold by the company
during the financial year/ period.
Contribution to revenue This metric enables us to track the contribution of our key customers to our
from operations of top 1, revenue and also assess any concentration risks.
3, 5, and 10 customers
Contribution to purchase This metric enables us to track the contribution of our key suppliers to our
material of top 1, 3, 5 and purchases and also assess any concentration risks.
10 suppliers

For further details on the Key Performance Indicators, please see the section “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on page 319.

121
9. Description on the historic use of the KPIs by our Company to analyse, track or monitor the
operational and/or financial performance of our Company.

Further, the Audit Committee vide its resolution dated December 12, 2024 has confirmed that verified details
for all the key performance indicators pertaining to our Company that have been disclosed to the earlier investors
at any point of time during the three years period prior to the date of filing this Red Herring Prospectus are
disclosed above.

Our Company shall continue to disclose the KPIs disclosed above, on a periodic basis, at least once in a year (or
for any lesser period as determined by our Company), for a duration that is at least the later of (i) one year after
the listing date or period specified by SEBI; or (ii) till the utilization of the Net Proceeds. Any change in these
KPIs, during the aforementioned period, will be explained by our Company. The ongoing KPIs will continue to
be certified as required under the SEBI ICDR Regulations.

10. Comparison with Listed Industry Peers

a. Comparison with listed industry peers (Three months period ended June 30, 2024)

Three months period ended June 30, 2024

Kabra
Mamata Rajoo Windsor
Extrusion
Machinery Engineers Machines
Particulars Technik
Limited Limited Limited
Limited
Consolidate Consolidate Consolidate Consolidate
d d d d
Total Income (₹ in million) 291.93 519.54 814.60 898.66
Total revenue from operation (₹ in million) 276.20 508.74 808.34 882.02
Growth in Revenue from
NA 63.01 17.26 (34.00)
Operations (%)(v)
EBITDA (₹ in million) (3.15) 71.17 11.64 86.57
EBITDA margins (%) (1.14) 13.99 1.44 9.82
PAT (₹ in million) 2.18 54.75 (40.84) 20.11
PAT Margin (%) 0.79 10.76 (5.05) 2.28
(v)
Growth in PAT (%) NA 122.43 (21.67) (65.19)
Return on Net Worth after exceptional items
0.16 NA NA NA
(%)(vi)
RoE(%)(vi) 0.16 NA NA NA
(vi)
RoCE (%) (0.78) NA NA NA
(vi)
Debt Equity Ratio 0.03 NA NA NA
Operating Cash Flows (₹ in million) (vi) (18.08) NA NA NA
(vi)
Workforce Strength* 190 NA NA NA
NA in the above table refers to not available
*Operational KPIs of listed industry peers are not available in the public domain. Hence, the same is not disclosed herewith.
Notes:
i. Growth in Revenue from Operations is calculated as a percentage of Revenue from Operations of the three months period ended
June 30, 2024 minus Revenue from Operations of the three months period ended June 30, 2023, divided by Revenue from
Operations of the three months period ended June 30, 2023.
ii. EBITDA = PBT before exceptional item + (finance Costs+ depreciation and amortization expenses) – other incomes.
iii. EBITDA Margin is EBITDA as a percentage of total revenue from operations.
iv. PAT Margin is calculated as profit/ (loss) for the year/ period as a percentage of total revenue from operations.
v. Growth in Revenue from Operations and Growth in PAT of our Company are not disclosed in absence of comparative information
for the three months period ended June 30, 2023.

122
 vi. Return on Net Worth, RoE, RoCE, Debt Equity Ratio, Operating Cash Flows and Workforce Strength information for listed industry
peers are not disclosed as the necessary financial data required for such determination is not available.
vii. Financial information for listed industry peers mentioned above is for the three months period ended June 30, 2024 and is based
on the respective un-audited financial results disclosed by these companies to the stock exchanges.

b. Comparison with listed industry peers (Fiscal 2024)

Fiscal 2024
Kabra
Mamata Rajoo Windsor
Extrusion
Particulars Machinery Engineers Machines
Technik
Limited Limited Limited
Limited
Consolidated Consolidated Consolidated Consolidated
Total Income (₹ in million) 2,413.08 2,012.86 3,569.18 6,146.55
Total revenue from operation
2,366.11 1,973.50 3,539.71 6,077.74
(₹ in million)
Growth in Revenue from
17.80 10.43 (6.22) (9.29)
Operations (%)
EBITDA (₹ in million) 471.78 266.82 222.94 606.38
EBITDA margins (%) 19.94 13.52 6.30 9.98
PAT (₹ in million) 361.25 210.08 (77.14) 338.17
PAT Margin (%) 15.27 10.65 (2.18) 5.56
Growth in PAT (%) 60.52 82.86 (266.17) (9.82)
Return on Net Worth after
27.39 16.59 (2.89) 7.48
exceptional items (%)
RoE(%) 27.76 17.84 (2.82) 8.10
RoCE (%) 31.29 18.97 1.90 8.97
Debt Equity Ratio 0.09 0.01 0.13 0.19
Operating Cash Flows (₹ in million) 193.74 19.28 464.20 322.56
Workforce Strength* 188 310 612 559
*Operational KPIs of listed peers other than workforce strength are not available in the public domain. Hence, the same is not disclosed
herewith.
Notes:
i. Growth in Revenue from Operations is calculated as a percentage of Revenue from Operations of Fiscal 2024 minus Revenue from
Operations of Fiscal 2023, divided by Revenue from Operations of Fiscal 2023.
ii. EBITDA = PBT before exceptional item + (finance Costs+ depreciation and amortization expenses) – other incomes.
iii. EBITDA Margin is EBITDA as a percentage of total revenue from operations.
iv. PAT Margin is calculated as profit/ (loss) for the year/ period as a percentage of total revenue from operations.
v. Return on Net Worth is PAT after exceptional items, as applicable, as a % of Closing Net Worth.
vi. RoE = Net profit after tax for the year/ period divided by Average Shareholder Equity
vii. RoCE = Earnings before interest and taxes divided by average capital employed. Capital Employed includes Tangible Net worth
(i.e. subtracting Net worth by Intangible Assets and Deferred Expenditure, if any), net deferred tax (asset)/ liability, Long-Term
Borrowing and Short-Term Borrowing.)
viii. Debt Equity Ratio = Total debt divided by total equity.
ix. Financial information for listed industry peers mentioned above is for the twelve months period ended March 31, 2024 and is
based on the respective annual report disclosed by these companies to the stock exchanges.

c. Comparison with listed industry peers (Fiscal 2023)

123
 Fiscal 2023
Kabra
Mamata Rajoo Windsor
Extrusion
Particulars Machinery Engineers Machines
Technik
Limited Limited Limited
Limited
Consolidated Consolidated Consolidated Consolidated
Total Income (₹ in million) 2,101.29 1,816.44 3,841.03 6,731.81
Total revenue from operation
2,008.65 1,787.11 3,774.50 6,700.08
(₹ in million)
Growth in Revenue from
4.48 (6.23) 2.25 65.07
Operations (%)
EBITDA (₹ in million) 237.44 158.91 289.90 740.74
EBITDA margins (%) 11.82 8.89 7.68 11.06
PAT (₹ in million) 225.05 114.89 46.42 374.98
PAT Margin (%) 11.20 6.43 1.23 5.60
Growth in PAT (%) 3.72 (28.57) 108.65 23.86
Return on Net Worth after
17.67 10.55 1.66 9.78
exceptional items (%)
RoE(%) 19.41 11.06 1.64 10.53
RoCE (%) 15.71 11.51 4.29 14.27
Debt Equity Ratio 0.15 0.01 0.13 0.19
Operating Cash Flows (₹ in million) 171.70 145.70 121.73 (37.30)
Workforce Strength* 201 288 541 378
*Operational KPIs of listed peers other than workforce strength are not available in public domain. Hence, the same is not disclosed herewith.
Notes:
i. Growth in Revenue from Operations is calculated as a percentage of Revenue from Operations of Fiscal 2023 minus Revenue from
Operations of Fiscal 2022, divided by Revenue from Operations of Fiscal 2022.
ii. EBITDA = PBT before exceptional item + (finance Costs+ depreciation and amortization expenses) – other incomes.
iii. EBITDA Margin is EBITDA as a percentage of total revenue from operations.
iv. PAT Margin is calculated as profit/ (loss) for the year/ period as a percentage of total revenue from operations.
v. Return on Net Worth is PAT after exceptional items, as applicable, as a % of Closing Net Worth.
vi. RoE = Net profit after tax for the year/ period divided by Average Shareholder Equity
vii. RoCE = Earnings before interest and taxes divided by average capital employed. Capital Employed includes Tangible Net worth
(i.e. subtracting Net worth by Intangible Assets and Deferred Expenditure, if any), net deferred tax (asset)/ liability, Long-Term
Borrowing and Short-Term Borrowing.)
viii. Debt Equity Ratio = Total debt divided by total equity.
ix. Financial information for listed industry peers mentioned above is for the twelve months period ended March 31, 2023 and is
based on the respective annual report disclosed by these companies to the stock exchanges.

d. Comparison with listed industry peers (Fiscal 2022)

Fiscal 2022
Kabra
Mamata Rajoo Windsor
Extrusion
Machinery Engineers Machines
Particulars Technik
Limited Limited Limited
Limited
Consolidate Consolidate Consolidate Consolidate
d d d d
Total Income (₹ in million) 1,965.68 1,934.63 3,718.68 4,081.53
Total revenue from operation 1,922.47 1,905.83 3,691.59 4,059.03

124
 Fiscal 2022
Kabra
Mamata Rajoo Windsor
Extrusion
Machinery Engineers Machines
Particulars Technik
Limited Limited Limited
Limited
Consolidate Consolidate Consolidate Consolidate
d d d d
(₹ in million)
Growth in Revenue from
30.81 12.39 17.39 48.01
Operations (%)
EBITDA (₹ in million) 299.38 225.95 293.82 549.31
EBITDA margins (%) 15.57 11.86 7.96 13.53
PAT (₹ in million) 216.97 160.84 22.25 302.74
PAT Margin (%) 11.29 8.44 0.60 7.46
Growth in PAT (%) 107.60 33.43 -79.39 23.26
Return on Net Worth after exceptional items
20.95 16.27 0.78 9.20
(%)
RoE(%) 23.12 17.66 0.78 9.97
RoCE (%) 25.73 20.22 4.36 12.79
Debt Equity Ratio 0.20 0.00 0.04 0.18
Operating Cash Flows (₹ in million) 371.92 234.72 271.27 -621.97
Workforce Strength* 198 292 527 488
*Operational KPIs of listed peers other than workforce strength are not available in public domain. Hence, the same is not disclosed herewith.
Notes:
i. Growth in Revenue from Operations is calculated as a percentage of Revenue from Operations of Fiscal 2022 minus Revenue from
Operations of Fiscal 2021, divided by Revenue from Operations of Fiscal 2021.
ii. EBITDA = PBT before exceptional item + (finance Costs+ depreciation and amortization expenses) – other incomes.
iii. EBITDA Margin is EBITDA as a percentage of total revenue from operations.
iv. PAT Margin is calculated as profit/ (loss) for the year/ period as a percentage of total revenue from operations.
v. Return on Net Worth is PAT after exceptional items, as applicable, as a % of Closing Net Worth.
vi. RoE = Net profit after tax for the year/ period divided by Average Shareholder Equity
vii. RoCE = Earnings before interest and taxes divided by average capital employed. Capital Employed includes Tangible Net worth
(i.e. subtracting Net worth by Intangible Assets and Deferred Expenditure, if any), net deferred tax (asset)/ liability, Long-Term
Borrowing and Short-Term Borrowing.)
viii. Debt Equity Ratio = Total debt divided by total equity.
ix. Financial information for listed industry peers mentioned above is for the twelve months period ended March 31, 2022 and is
based on the respective annual report disclosed by these companies to the stock exchanges.

11. Weighted Average Cost of Acquisition

a. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)
There have been no primary / new issue of shares (equity/convertible securities), excluding shares issued under
ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of filing of the DRHP / RHP,
where such issuance is equal to or more than 5 per cent of the fully diluted paid-up share capital of the Issuer
Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock
options granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days.
b. The price per share of our Company based on secondary sale/ acquisitions of shares (equity/
convertible securities)

125
There have been secondary sale/ acquisitions of Equity Shares or any convertible securities, where our Promoters
or the members of our Promoter Group or shareholder(s) selling shares through offer for sale or shareholder(s)
having the right to nominate director(s) in the Board of the Company are a party to a transaction (excluding
gifts), during the 18 months preceding the date of this Red Herring Prospectus, where either acquisition or sale
is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the
pre-Offer capital before such transaction(s) and excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together over a span of rolling 30 days. Details of the
transactions are as follows:
Transfer
No. of Face price per
Date of Name of Nature of
Name of Transferee Equity Value Equity
Transfer Transferor Transaction
Shares (in ₹) share (in
₹)
June 27,
Nayana Patel Divya Aggarwal Transfer 27,000.00 10.00 180.00
2024
June 27,
Nayana Patel Gohil Sarvesh Atulkumar Transfer 27,000.00 10.00 180.00
2024
June 27, Apoorva Khandelwal
Nayana Patel Transfer 22,000.00 10.00 180.00
2024 (HUF)
June 27, Rahul Jamnaprasad
Nayana Patel Transfer 27,000.00 10.00 180.00
2024 Maheshwari
June 27,
Nayana Patel Jagdishprasad Khatuwala Transfer 41,600.00 10.00 180.00
2024
June 27,
Nayana Patel Amar Harshadbhai Patel Transfer 27,000.00 10.00 180.00
2024
June 27, Pritesh Pravinchandra
Nayana Patel Transfer 26,469.00 10.00 180.00
2024 Vora
Mamata
June 27, Group
Darshna Khakharia Transfer 24,300.00 10.00 180.00
2024 Corporate
Services LLP
Mamata NG Family Trust held in
June 27, Group the names of Nitin
Transfer 27,000.00 10.00 180.00
2024 Corporate Govindbhai Patel and
Services LLP Gitaben Nitinbhai Patel
Mamata
June 27,
Management Vishrut C Pathak Transfer 110,000.00 10.00 180.00
2024
Services LLP
Mamata VPK Global Ventures
June 27,
Management Fund - VPK Global Transfer 55,000.00 10.00 180.00
2024
Services LLP Ventures Fund – Scheme I
Mamata
June 27,
Management Shikhar Enterprises Transfer 33,845.00 10.00 180.00
2024
Services LLP
Mamata
June 28, Group
Rahul Jayantilal Shah Transfer 16,469.00 10.00 180.00
2024 Corporate
Services LLP
Mamata
June 28, Group Pushpa Keshavlal
Transfer 41,500.00 10.00 180.00
2024 Corporate Raichura
Services LLP
Mamata
June 28, Group Komalaya Investrade
Transfer 27,000.00 10.00 180.00
2024 Corporate Private Limited
Services LLP
July 16,
Nayana Patel Pitam Goel HUF Transfer 27,000.00 10.00 180.00
2024

126
 Transfer
No. of Face price per
Date of Name of Nature of
Name of Transferee Equity Value Equity
Transfer Transferor Transaction
Shares (in ₹) share (in
₹)
July 16,
Nayana Patel Minerva Ventures Fund Transfer 165,000.00 10.00 180.00
2024
July 16, Nova Global
2024 Nayana Patel Opportunities Fund PCC – Transfer 27,000.00 10.00 180.00
Touchstone
July 16, GJNX Ventures held in the
2024 names of Gunavanth
Bhagvati Patel Transfer 27,700.00 10.00 180.00
Kumar Rekha and
Gunvant Kumar Neha
July 16, 1955 Venture Fund held in
2024 Bhagvati Patel the names of Jinendra G Transfer 27,700.00 10.00 180.00
and Gotham Chand
July 16,
Bhagvati Patel Sandeep Bhandari Transfer 27,700.00 10.00 180.00
2024
July 16, Shagun Capital Venture
2024 held in the names of
Bhagvati Patel Transfer 27,700.00 10.00 180.00
Shankesh Vijayakumar
and Manav Vijayakumar
July 16, Parimal Vijaybhai
Bhagvati Patel Transfer 25,000.00 10.00 180.00
2024 Khakharia
July 16, Akilandeswari
Bhagvati Patel Transfer 27,700.00 10.00 180.00
2024 Selvamurthy
July 16,
Bhagvati Patel Vinod Tarachand Agrawal Transfer 14,007.00 10.00 180.00
2024
July 16, Shubhalakshmi Polyesters
Bhagvati Patel Transfer 13,500.00 10.00 180.00
2024 Limited
July 16, SVAR Family Trust held
2024 in the names of Swapnil
Bhagvati Patel Transfer 13,500.00 10.00 180.00
Jatinbhai Shah and
Hemant Ishwarlal Modi
July 16, Mamata
2024 Group
Darshna Khakharia Transfer 2,18,700.00 10.00 180.00
Corporate
Services LLP
July 16, Mamata
Mohit Vinodkumar
2024 Management Transfer 55,000.00 10.00 180.00
Agrawal
Services LLP

For further details in relation to the share capital history of our Company, see “Capital Structure” on page 84.
c. Price per share based on the last five primary or secondary transactions:
Since there are transactions to report under (a) and (b) therefore, information based on last 5 primary or secondary
transactions (secondary transactions where Promoters / Promoter Group entities or Selling Shareholder or
shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction)
not older than 3 years prior to the date of this Red Herring Prospectus irrespective of the size of transactions is
not required to be disclosed.

Based on the above transactions, below are the details of the weighted average cost of acquisition, as compared
to the Floor Price and the Cap Price:

Weighted average cost Floor Price (i.e., ₹ [●])* Cap Price (i.e., ₹ [●])
Past Transactions
of acquisition (in ₹)
WACA of Primary
NA NA NA
Transactions

127
 Weighted average cost Floor Price (i.e., ₹ [●])* Cap Price (i.e., ₹ [●])
Past Transactions
of acquisition (in ₹)
WACA of Secondary
180.00 [●] times [●] times
Transactions
*To be updated at Prospectus stage

12. Justification for Basis of Offer Price

Explanations for Offer Price being [●] times of weighted average cost of acquisition of primary issuance price /
secondary transaction price of Equity Shares (set out at page 127 above) along with our Company’s key
performance indicators and financial ratios for the three months ended June 30, 2024, and the Financial Years
2024, 2023 and 2022 and in view of the external factors which may have influenced the pricing of the Offer, are
provided below:

[●]

The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLM, on the basis of
market demand from investors for Equity Shares through the Book Building Process and is justified in view of
the above stated qualitative and quantitative parameters.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Financial
Information” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”
on pages 33, 177, 248 and 319, respectively, to have a more informed view. The trading price of the Equity
Shares of our Company could decline due to the factors mentioned in “Risk Factors” on page 33 and you may
lose all or part of your investments.

128
 STATEMENT OF SPECIAL TAX BENEFITS

[The remainder of this page has intentionally been left blank]

129
 CERTIFICATE ON SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS AND ITS MATERIAL SUBSIDIARY UNDER THE APPLICABLE DIRECT AND
INDIRECT TAXES
To,

The Board of Directors,

Mamata Machinery Limited
Survey No. 423/P,
Sarkhej - Bavla Highway,
Moraiya, Tal. - Sanand,
Gujarat, India, 382213

(The “Company”)

AND

Beeline Capital Advisors Private Limited

B/1311-1314, Thirteenth Floor,
Shilp Corporate Park, Rajpath Rangoli Road,
Thaltej, Ahmedabad,
Gujarat, India- 380054

Re: Proposed initial public offering of equity shares of face value of Rs. 10 each (the “Equity Shares” and
such offering, the “Offer”) of ‘Mamata Machinery Limited’ (the “Company”)

We, Bathiya & Associates LLP, Chartered Accountant, Statutory Auditor of the Company, have received a
request from the Company to certify the possible special tax benefits, available to the Company, its shareholders
and its material subsidiary under the direct and indirect tax laws presently in force in India and under the applicable
tax laws of the material subsidiary, as on the date of this certificate.

Management responsibility

The preparation of the statement attached to this certificate is the responsibility of the management of the
Company including the preparation and maintenance of all accounting and other records supporting its contents.
This responsibility includes the design and implementation of internal control relevant to the preparation and
presentation of the statement and applying an appropriate basis of preparation and making estimates that are
reasonable in the circumstances.

The Company is responsible for preparation of the restated consolidated financial statements of the Company for
the three months period ended June 30, 2024 and for the Financial year ended March 31, 2024, March 31, 2023
and March 31, 2022 and, in accordance with the Companies Act, 2013, as amended and Indian Accounting
Standards prescribed under the Companies (Indian Accounting Standards) Rules, 2015 and restated in accordance
with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended.

Auditor’s Responsibility

This report is issued in accordance with the Engagement Letter dated 21 st June,2024.

We hereby report that the enclosed Annexure I prepared by the Company, initialed by us and the Company for
identification purpose, states the possible special tax benefits available to the Company its shareholders and its
material subsidiary, under direct and indirect taxes (together “the Tax Laws”), presently in force in India and
applicable laws of the material subsidiary as on the signing date, which are defined in Annexure I. These possible
special tax benefits are dependent on the Company, its shareholders and its material subsidiary fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company, its
shareholders and its material subsidiary to derive these possible special tax benefits is dependent upon their
fulfilling such conditions, which is based on business imperatives the Company may face in the future and
accordingly, the Company, its shareholders and its material subsidiary may or may not choose to fulfil.

130
The benefits discussed in the enclosed Annexure I cover the possible special tax benefits available to the
Company, its shareholders and its material subsidiary but does not cover any general tax benefits available to the
Company and its shareholders. Further, the preparation of the enclosed Annexure I and its contents is the
responsibility of the management of the Company and is not exhaustive. We were informed that the Statement is
only intended to provide general information to the investors and is neither designed nor intended to be a substitute
for professional tax advice. In view of the individual nature of the tax consequences and the changing Tax Laws,
each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising
out of their participation in the proposed initial public offering of equity shares of the Company comprising of
Offer for sale of the Equity Shares by the Selling Shareholders particularly in view of the fact that certain recently
enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible
special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest
money based on this Statement. We have relied on confirmation letter issued by Certified Public Accountant
(CPA) of USA (United States of America) as provided by the management of Mamata Machinery Limited with
respect to special tax benefit available to material subsidiary i.e. Mamata Enterprises Inc operating in USA.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and
Related Services Engagements.

Conclusion

We do not express any opinion or provide any assurance as to whether:

i) the Company, its shareholders and its material subsidiary will continue to obtain these possible special
tax benefits in future; or

ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/
would be met with.

The contents of the enclosed Annexures are based on the information, explanation and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the Company.

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing
provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment,
as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not
be liable to the Company and any other person in respect of this Statement, except as per applicable law.

Restriction on Use

This certificate is for information and for inclusion (in part or full) in the red herring prospectus (“RHP”) and the
prospectus (“Prospectus”) to be filed in relation to the Offer (collectively, the “Offer Documents”) or any other
Offer -related material, and may be relied upon by the Company, the Book Running Lead Manager and the legal
advisors appointed by the Company and the Book Running Lead Manager in relation to the Offer. We hereby
consent to the submission of this certificate as may be necessary to SEBI, the Registrar of Companies, Ahmedabad
(“RoC”), the relevant stock exchanges, any other regulatory authority and/or for the records to be maintained by
the Book Running Lead Manager and in accordance with applicable law. We hereby consent to this certificate
being disclosed by the Book Running Lead Manager, if required (i) by reason of any law, regulation or order of a
court or by any governmental or competent regulatory authority, or (ii) in seeking to establish a defence in
connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or
investigation.

131
We undertake to update you in writing of any changes in the abovementioned position until the date the Equity
Shares issued pursuant to the Offer commence trading on the stock exchanges, provided that our engagement with
the Company is ongoing and we have been informed in writing by the Company on the changes in the
contents/facts provided to us earlier and which are relating to the content of this certificate. In the absence of any
communication from us till the Equity Shares commence trading on the stock exchanges, you may assume that
there is no change in respect of the matters covered in this certificate.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in
the Offer Documents.

Yours faithfully,

For Bathiya & Associates LLP

Chartered Accountants
Firm Registration No. 101046W/W100063

Jimesh P. Shah
Partner
Membership No.: 169252

Place: Ahmedabad
Date: December 11, 2024
UDIN: 24169252BKHZAN1159

132
 ANNEXURE I

STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND TO ITS

SHAREHOLDERS AND TO THE MATERIAL SUBSIDIARY OF THE COMPANY UNDER INCOME TAX
ACT, 1961 (ACT), THE CENTRAL GOODS AND SERVICES TAX ACT, 2017, THE INTEGRATED GOODS
AND SERVICES TAX ACT, 2017 AND THE APPLICABLE STATES’ GOODS AND SERVICES TAX ACTS
AND OTHER APPLICABLE TAX LAWS.

I. Special tax benefits available to the Company

A.

Direct Tax•

Lower corporate tax rates on income of domestic companies - Section 115BAA of the Act

The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are entitled
to avail a concessional tax rate of 22% (plus applicable surcharge and cess) on fulfilment of certain conditions.
The option to apply this tax rate is available from FY 2021-22 relevant to AY 2022-23 and the option once
exercised shall apply to subsequent assessment years. The concessional rate of 22% is subject to the company not
availing any of the following specified tax exemptions/incentives under the Act:

i. Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone
ii. Deduction under clause (iia) of sub-section (1) of section 32 (Additional depreciation)
iii. Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in
backward areas, Investment deposit account, site restoration fund)
iv. Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or subsection
(2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research)
v. Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural
extension project)
vi. Deduction under section 35CCD (Expenditure on skill development)
vii. Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or
Section 80M
viii. No set-off of any loss carried forward or depreciation from any earlier assessment year, if such loss
or depreciation is attributable to any of the deductions referred from clause i) to vii) above.
ix. No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if
such loss or depreciation is attributable to any of the deductions referred from clause i) to vii) above
Further, it was clarified by CBDT vide Circular No. 29/ 2019 dated 2 October 2019 that if the
Company opts for concessional income tax rate under section 115BAA, the provisions of section
115JB regarding Minimum Alternate Tax (MAT) are not applicable. Further, such Company will
not be entitled to claim tax credit relating to MAT.

Note: The company has opted the lower rate benefit for the financial year 2021-22 relevant to the assessment year
2022-23 as mentioned in the Section 115BAA for which declaration for the same has already been filed with the
tax authority

B.

Indirect Tax

1.

Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy
2015-20)

Remission of Duties and Taxes on Exported Products (RoDTEP)

133
The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme was announced by Government of
India (GOI) on September 14, 2019 to boost exports by allowing reimbursement of taxes and duties, which are
not exempted or refunded under any other scheme in accordance with World Trade Organization (WTO) norms.

RoDTEP is a combination of the current Merchandise Export from India Scheme (MEIS) and Rebate of State and
Central Taxes and Levies (RoSCTL) and will replace all these schemes once come in operations.

At present, embedded duties and taxes, which are not refunded under any other scheme, range from 1-3%. Under
the scheme, rebate of these taxes will be given in the form of duty credit/electronic scrip.

2.

Benefits of Duty Drawback scheme under Sections 74 and 75 of the Customs Act, 1962

Section 74 of the Act grants duty drawback up to 98% of the import duty paid on goods, if the goods are reexported
by the importer. The importer is entitled to drawback subject to the fulfilment of the certain conditions. Presently
the rate of Duty Drawback ranges from 0% to 95%.

As per section 75, Central Government is empowered to allow duty drawback on export of goods, where the
imported materials are used in the manufacture of such goods. Unlike drawback of a portion of the customs duty
paid on imported goods, here the main principle is that the Government fixes a rate per unit of final article to be
exported out of the country as the amount of drawback payable on such goods.

• Duty Concession on Import against Advance License

• Duty Concession in respect of import of certain product

II. Special tax benefits available to the Shareholders

There are no special tax benefits available to the shareholders of the Company for investing in the shares of the
Company.

III. Special tax benefits available to the material subsidiary

There are no special tax benefits available to the material subsidiary of the Company under the applicable tax
laws.

134
 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Flexible Packaging Machinery” dated December, 2024 (the “D&B Report”) prepared and issued
by Dun & Bradstreet. The D&B Report will be made available on the website of our Company at
[Link]/[Link] the date of the Red Herring Prospectus until the Bid/Offer Closing Date. We
officially engaged Dun & Bradstreet in connection with the preparation of the D&B Report on January 2, 2024,
and exclusively paid and commissioned the D&B Report for the purpose of confirming our understanding of the
industry we operate in, in connection with the Offer. Dun & Bradstreet is an independent agency which has no
relationship with our Company, our Promoters, any of our Directors, Key Managerial Personnel, Senior
Management or the Book Running Lead Manager. There are no parts, data or information (which may be relevant
for the Offer), that have been left out or changed in any manner. See “Certain Conventions, Use of Financial
Information and Market Data and Currency of Presentation – Industry and Market Data” and “Risk Factors —
Internal Risk Factors — This Red Herring Prospectus contains information from industry sources including the
industry report commissioned from Dun & Bradstreet on “Flexible Packaging Machinery” (the “D&B Report”).
Prospective investors are advised not to place undue reliance on such information” on pages 16 and 59,
respectively.

Global Macro-Economic Overview

The global economy, estimated at 3.1% in 2023, is expected to show resilience at 3.1% in 2024 before rising
modestly to 3.2% in 2025. Between 2021 – 2022, global banks were carrying a historically high debt burden after
COVID-19. Central banks took tight monetary measures to control inflation and spike in commodity prices.
Russia's war with Ukraine further affected the global supply chains and inflated the prices of energy and other
food items. These factors coupled with war-related economic sanctions impacted the economic activities in
Europe.

While China, the largest manufacturing hub of world, was facing a crisis in the real estate sector and prices of
properties were declining between 2020 - 2023, with the reopening of the economy, consumer demand is picking
up again. The Chinese authorities have taken a variety of measures, including additional monetary easing, tax
relief for corporates, and new vaccination targets for the elderly. The Chinese Government took several steps to
help the real estate sector including cracking down on debt-ridden developers, announcing stimulus for the sector
and measures to encourage the completion and delivery of unfinished real estate projects. The sector is now
witnessing investments from developers and demand from buyers.

Global headline inflation is set to fall from an estimated 6.8% in CY 2023 to 5.8% in CY 2024 and to 4.4% in CY
2025. This fall is swifter than anticipated across various areas, amid the resolution of supply-related problems and
tight monetary policies. Reduced inflation mirrors the diminishing impact of price shocks, particularly in energy,
and their subsequent influence on core inflation. This decrease also stems from a relaxation in labour market
pressure, characterized by fewer job openings, a slight uptick in unemployment, and increased labour availability,
occasionally due to a significant influx of immigrants.

Global GDP Growth Scenario

The global economy started to rise from its lowest levels after countries started to lift the lockdown in 2020 and
2021. The pandemic lockdown was a key factor as it affected economic activities resulting in a recession in the
year CY 2020, as the GDP growth touched -3.3%.

In CY 2021 disruption in the supply chain affected most of the advanced economies as well as low-income
developing economies. The rapid spread of Delta and the threat of new variants in mid of CY 2021 further
increased uncertainty in the global economic environment.

Global economic activities experienced a sharper-than-expected slowdown in CY 2022. One of the highest
inflations in decades, seen in 2022, forced most of the central banks to tighten their fiscal policies. Russia’s
invasion of Ukraine affected the global food supply resulting in a further increment in the cost of living.

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Further, despite initial resilience earlier in 2023, marked by a rebound in reopening and progress in curbing
inflation from the previous year's highs, the situation remained precarious. Economic activity lagged behind its
pre-pandemic trajectory, particularly in emerging markets and developing economies, leading to widening
disparities among regions. Numerous factors are impeding the recovery, including the lasting impacts of the
pandemic and geopolitical tensions, as well as cyclically-driven factors such as tightening monetary policies to
combat inflation, the reduction of fiscal support amidst high debt levels, and the occurrence of extreme weather
events. As a result, global growth declined from 3.5% in CY 2022 to 3.1% in CY 2023.

Historical GDP Growth (%)

6.8%
6.1%
5.2%
3.7% 4.1%4.0%4.0%
3.5%
2.9% 3.0%2.9% 2.6%
1.7% 1.5%1.4%

Global Advanced Economies Emerging & Developing Economies

-2.2%
-3.3%
-4.7%

CY 2019 CY 2020 CY 2021 CY 2022 CY 2023E CY 2024F

Source – IMF Global GDP Forecast Release 2024

Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World
Economic Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has
evolved over time. It comprises of 40 countries under the Advanced Economies including the G7 (the United
States, Japan, Germany, France, Italy, the United Kingdom, and Canada) and selected countries from the Euro
Zone (Germany, Italy, France etc.). The group of emerging market and developing economies (156) includes all
those that are not classified as Advanced Economies (India, China, Brazil, Malaysia etc.)

In the current scenario, global GDP growth is estimated to have recorded a moderate growth of 3.1% in CY 2023
as compared to 3.5% growth in CY 2022. While high inflation and rising borrowing costs are affecting private
consumption, on the other hand, fiscal consolidation is affecting government consumption.

Slowed growth in developed economies will affect the GDP growth in CY 2024 and global GDP is expected to
record a flat growth of 3.1% in CY 2024. The crisis in the housing sector, bank lending, and industrial sectors are
affecting the growth of global GDP. Inflation forced central banks to adopt tight monetary policies. After touching
the peak in 2022, inflationary pressures slowly eased out in 2023. This environment weighs in for interest rate
cuts by many monetary authorities.

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 Source – IMF Global GDP Forecast Release 2024, D&B Estimates

GDP Growth Across Major Regions

GDP growth of major regions including Europe, Latin America & The Caribbean, Middle East & Central Asia,
and Sub-Saharan Africa, were showing signs of slow growth and recession between 2020 – 2023, but leaving
Latin America & The Caribbean, 2024 is expected to show resilience and growth. Meanwhile, GDP growth in
Emerging and Developing Asia (India, China, Indonesia, Malaysia etc.) is expected to decrease from 5.4% in CY
2023 to 5.2% in CY 2024, while in the United States, it is expected to decrease from 2.5% in CY 2023 to 2.1% in
CY 2024.
Historic GDP Growth Across Major Regions (%)

6.8% 7.3%
5.3% 5.7% 5.7%5.3% 5.5% 5.3%
4.0% 4.4% 4.5%
3.5% 3.9%3.6%
2.9% 3.2%
2.3% 2.1%1.6%
1.2% 1.6% 1.4%
0.8%
0.1%

Europe North America Latin America & The Middle East & Central Emerging & Sub Sahara Africa
Caribbean Asia Developing Asia -1.9%
-2.9% -1.0%
-3.5%

-6.6% -7.0%
CY 2019 CY 2020 CY 2021 CY 2022 CY 2023E

Source- IMF World Economic Outlook January 2024 update

Except for Emerging and Developing Asia, Latin America & The Caribbean and the United States, all other
regions are expected to record an increase in GDP growth rate in CY 2024 as compared to CY 2023. GDP growth
in Latin America & The Caribbean is expected to decline due to negative growth in Argentina. Further, growth in
the United States is expected to come down at 2.1% in CY 2024 due to lagged effects of monetary policy
tightening, gradual fiscal tightening, and a softening in labour markets slowing aggregate demand.

Although Europe experienced a less robust performance in 2023, the recovery in 2024 is expected to be driven by
increased household consumption as the impact of energy price shocks diminishes and inflation decreases, thereby
bolstering real income growth. Meanwhile, India and China saw greater-than-anticipated growth in 2023 due to
heightened government spending and robust domestic demand, respectively. Sub-Saharan Africa's expected

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growth in 2024 is attributed to the diminishing negative impacts of previous weather shocks and gradual
improvements in supply issues.

Source-IMF, OECD, and World Bank, D&B Estimates

Global Economic Outlook

We are more optimistic about the global economy’s prospects than we were at the onset of last year – and for
good reason. The global economy avoided a widely anticipated recession in 2023 and will likely not see one in
2024. Looking at the current inflation trajectory, no one is guessing how much higher interest rates will go from
here, which is a good outcome for both businesses and policymakers. Instead, financial markets are now betting
on the timing and magnitude of rate cuts – and this is where we recommend caution for businesses. There are a
few things to consider; first, rate cuts will likely follow an evident deterioration in economic conditions, i.e., after
the economic damage is visible in data, which usually comes with a lag. By that logic, rate cuts by themselves
may not be a positive outcome but only a means to offer relief from economic pain. Second, for most central
banks that have been grappling with high inflation, higher expectations of rate cuts from financial markets will
make them harder and riskier to deliver. Loosening too soon risks reversing the inflation trajectory and if key
central banks get their inflation projections wrong for a second time, it will only spell more trouble.

The violence that began in the Middle East on October 7 continues to escalate. Apart from Israel and the
Palestinian territories, Yemen, Syria, Iraq, Jordan, Iran, and Pakistan have all become embroiled in some form of
violence over the past four months, including cross-border fire. This can be largely attributed to the heavy presence
of militias and terrorist groups in these countries. Consequently, security threat levels are elevated across the
region and business operations are difficult. The most obvious impact on commercial activity has been on
shipments passing through the Red Sea, which have been forced to re-route under attacks from Houthi rebel
groups, elevating shipping costs and stretching delivery timelines. It has also added to volatility in the global
energy markets. More importantly, the escalating conflict has reversed the gains made on global supply-side
normalization and remains the biggest risk to hard-earned global disinflation – the two big economic
accomplishments of 2023. Dun & Bradstreet's Global Supply Chain Continuity Index captured this dynamic as it
fell 6.3% for Q1 2024, with suppliers’ delivery time and delivery cost indices both deteriorating. In this context,
for the global economy, a lot is riding on the ceasefire discussions that are currently underway between Israel and
Hamas.

February marked the second anniversary of the start of the Russia-Ukraine conflict, which, at present, seems to
be at a stalemate. From a business impact standpoint, events outside the zone of action, particularly in the EU,
have gained more prominence than the conflict itself. These impacts range from immediate concerns about
manufacturing performance, the cost of living, and energy security in the largest European economies, and go on
to cover longer-term themes such as the bloc’s first serious attempt at expansion in years, which includes
Ukraine’s bid for membership.

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Geopolitical rumblings are also on the rise in the Asia-Pacific region, with North Korea issuing fresh threats, in
words and in actions. Incessant saber-rattling may not necessarily lead to a conflict, but such posturing is unhelpful
for the business and investment climates. In summary, geopolitics remains the biggest risk to the global economy
today, dampening investments, disrupting supplies, and weakening the fight against inflation. There is one silver
lining in all of this. High geopolitical temperatures around the world seem to have raised the stakes of stability for
the U.S. and Mainland China. This was evidenced in their willingness to diffuse the Middle East, in keeping North
Korea in check, and in Beijing’s relatively muted reaction to a Democratic Progressive Party (DPP) victory in
Taiwan Region’s January 2024 polls. Mainland China may be keen to hold on to this new equilibrium until its
economy fully stabilizes. As for the U.S., the outcome of the nomination races and the presidential election in
November 2024 will be the key determinant of its foreign policy direction.

India Macroeconomic Analysis

GDP Growth Scenario

India’s economy showed resilience with GDP growing at estimated 7.6% in FY 2024. The GDP growth in FY
2024 represents a return to pre pandemic era growth path. Even amidst geopolitical uncertainties, particularly
those affecting global energy and commodity markets, India continues to remain one of the fastest growing
economies in the world.

Country Real GDP Growth (2023) Projected GDP Growth 2024

India 7.8% 6.8%
China 5.2% 4.6%
Russia 3.6% 3.2%
Brazil 2.9% 2.2%
United States 2.5% 2.7%
Japan 1.9% 0.9%
Canada 1.1% 1.2%
Italy 0.9% 0.7%
France 0.7%1 0.7%
South Africa 0.6% 0.9%
United Kingdom 0.1% 0.5%
Germany -0.3% 0.2%
Source: The International Monetary Fund
Countries considered include - Largest Developed Economies and BRICS (Brazil, Russia, India, China, and South)
Countries have been arranged in descending order of GDP growth in 2023).

There are few factors aiding India’s economic recovery – notably its resilience to external shocks and rebound in
private consumption. This rebound in private consumption is bringing back the focus on improvements in
domestic demand, which together with revival in export demand is a precursor to higher industrial activity.
Already the capacity utilization rates in Indian manufacturing sector are recovering as industries have stepped up
their production volumes. As this momentum sustains, the country may enter a new capex cycle. The universal
vaccination program by the Government has played a big part in reinstating confidence among the population, in
turn helped to revive private consumption.

Realizing the need to impart external stimuli, the Government stepped up its spending on infrastructure projects
which in turn had a positive impact on economic growth. The capital expenditure of central government increased
by 37.4% increase in capital expenditure (budget estimates), to the tune of Rs 10 trillion in the Union Budget
2023-2024. The announcement also included 30% increase in financial assistance to states at Rs 1.3 trillion for
capex. The improvement was accentuated further as the Interim Budget 2024-2025 announced an 11.1% increase
in the capital expenditure outlay at Rs 11.11trillion, constituting 3.4% of the GDP. This has provided the much-
needed confidence to private sector, and in turn attracted private investment.

On the lending side, the financial health of major banks has witnessed an improvement which has helped in
improving the credit supply. With capacity utilization improving, there would be demand for credit from corporate

1
European Commission

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sector to fund the next round of expansion plans. Banking industry is well poised to address that demand.
Underlining the improving credit scenario is the credit growth to micro, small and medium enterprise (MSME)
sector as the credit outstanding to the MSME sector by scheduled commercial banks in the financial year FY 2023
grew by 12.3% to Rs 22.6 trillion compared to FY 2022. The extended Emergency Credit Linked Guarantee
Scheme (ECLGS) by the Union Government has played a major role in improving this credit supply.

As per the second advance estimates 2023-24, India’s GDP in FY 2024 grew by 7.6% compared to 7.0% in the
previous fiscal on the back of solid performances in manufacturing, mining, and construction sectors. The year-
on-year increase in growth rate is also partly due to by a strong growth in investment demand led by public capital
expenditure.

Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics, 2023-24
RE stands for Revised Estimates, SAE stands for Second Advance Estimates

Sectoral Contribution to GVA and annual growth trend

Sectoral GVA Growth Sectoral Contribution to GVA

(at constant prices 2011-12)
12.7%

10.0%
9.0% 9.0% 52.8% 54.4% 54.7%
9.4% 7.5%
6.7% 6.9%
4.5% 4.7%
31.6% 30.2% 30.8%
2.1%
0.7% 15.6% 15.3% 14.5%

FY 2022 2nd RE FY 2023 1st RE FY 2024 SAE FY 2022 2nd RE FY 2023 1st RE FY 2024 SAE
Agriculture Industry Services GVA Agriculture Industry Services

Source: Ministry of Statistics & Programme Implementation (MOSPI)

Sectoral analysis of GVA reveals industrial sector recovered sharply registering 9% y-o-y increase in FY 2024
against 2.1% in the previous fiscal. In the industrial sector, growth across major economic activity such as mining,
manufacturing, construction sector rose significantly and it registered a growth of 8.1%, 8.5% and 10. 7% in FY
2024 against a growth of 1.9%, -2.20%, and 9.44% in FY 2023, respectively. Utilities sector observed a marginal
moderation in y-o-y growth to 7.5% against a 10% in the previous years.

Talking about the services sectors performance, with major relaxation in covid restriction, progress on covid
vaccination and living with virus attitude, business in service sector gradually returned to normalcy in FY 2023.

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Economic recovery was supported by the service sector as individual mobility returned to pre-pandemic level.
The trade, hotel, transport, communication, and broadcasting segment continued to strengthen and grow by 10%
in FY 2023 against 9% in the previous year. However, second advance estimates for FY 2024 reveal a decelerated
growth in the largest component of the GDP, i.e., the service sector. In FY 2024, the sector registered a growth of
7.5%, as compared to the 10% growth recorded in FY 2023. This slowdown is primarily attributed to a pronounced
deceleration in the Trade, Hotel, Transport, Communication, and Broadcasting services. The growth rate in this
subsector nearly halved, decreasing from 12% in FY 2023 to 6.5% in FY 2024. This slowdown is influenced by
the normalization of the base effect and potentially some dilution in discretionary demand. Financial services, real
estate and professional services sector recorded 8.21% y-o-y growth against 9.05% y-o-y growth in the previous
year, while public administration and defence services sector recorded 7.75% yearly increase against 8.92%
increase in the previous year.

Index of Industrial Production

Industrial sector performance as measured by IIP index exhibited mild improvement in FY 2024 by growing at
5.8% (against 5.2% in FY 2023). Manufacturing index, with 77.6% weightage in overall index, grew by 5.5% in
FY 2024 against 4.7% in FY 2023 while mining sector index too grew exhibited healthy improvement by growing
at 7.5% against 5.8% in the previous years. Electricity sector Index witnessed improvement of 7.15% against
8.9% y-o-y growth in FY 2023.

Annual IIP Growth

11.4%
12.2%
-1.4%

5.2% 5.8%

7.5%
11.8%
1.6%

5.8%
4.7%

5.5%
1.0%

7.9%

8.9%

7.1%
-0.8%
-0.5%

FY20 FY21 FY22 FY23 FY24

-9.6%
-7.8%

-8.4%

Mining Manufacturing Electricity General

Source: Ministry of Statistics & Programme Implementation (MOSPI)

Use-Based Classification: IIP (Y-o-Y Growth)

0.0% 5.0% 10.0% 15.0%

Consumer non-durable 4.0%

0.7%

Consumer Durable 3.6%

0.6%

Infrastructure/Constructiongoods 9.6%
8.4%

Intermediate Good 5.2%

3.8%

Capital Good 6.2%

13.1%

Primary Good 6.0%

7.5%

FY 2024 FY 2023

Sources: MOSPI

As per the use-based classification, excluding capital good and primary good, other segment observed healthy y-
o-y growth against the previous year. Infrastructure / construction goods followed by intermediate goods were the
bright spot while consumer non-durable and consumer durable both observed sharp growth over the previous year.